Company Quick10K Filing
Clear Channel Outdoor
Price2.82 EPS-1
Shares463 P/E-4
MCap1,306 P/FCF19
Net Debt4,729 EBIT141
TEV6,034 TEV/EBIT43
TTM 2019-09-30, in MM, except price, ratios
10-K 2020-12-31 Filed 2021-02-25
10-Q 2020-09-30 Filed 2020-11-09
10-Q 2020-06-30 Filed 2020-08-07
10-Q 2020-03-31 Filed 2020-05-06
10-K 2019-12-31 Filed 2020-02-27
10-Q 2019-09-30 Filed 2019-11-06
10-Q 2019-06-30 Filed 2019-08-01
10-Q 2019-03-31 Filed 2019-04-25
10-K 2018-12-31 Filed 2019-03-05
10-Q 2018-09-30 Filed 2018-11-08
10-Q 2018-06-30 Filed 2018-07-31
10-Q 2018-03-31 Filed 2018-05-22
10-K 2017-12-31 Filed 2018-05-03
10-Q 2017-09-30 Filed 2017-11-08
10-Q 2017-06-30 Filed 2017-08-03
10-Q 2017-03-31 Filed 2017-05-04
10-K 2016-12-31 Filed 2017-02-23
10-Q 2016-09-30 Filed 2016-11-09
10-Q 2016-06-30 Filed 2016-08-04
10-Q 2016-03-31 Filed 2016-05-04
10-K 2015-12-31 Filed 2016-02-25
10-Q 2015-09-30 Filed 2015-11-05
10-Q 2015-06-30 Filed 2015-07-30
10-Q 2015-03-31 Filed 2015-04-30
10-K 2014-12-31 Filed 2015-02-19
10-Q 2014-09-30 Filed 2014-10-28
10-Q 2014-06-30 Filed 2014-07-23
10-Q 2014-03-31 Filed 2014-04-24
10-K 2013-12-31 Filed 2014-02-20
10-Q 2013-09-30 Filed 2013-11-07
10-Q 2013-06-30 Filed 2013-08-01
10-Q 2013-03-31 Filed 2013-05-02
10-K 2012-12-31 Filed 2013-02-19
10-Q 2012-09-30 Filed 2012-11-02
10-Q 2012-06-30 Filed 2012-08-02
10-Q 2012-03-31 Filed 2012-05-04
10-K 2011-12-31 Filed 2012-02-21
10-Q 2011-09-30 Filed 2011-10-31
10-Q 2011-06-30 Filed 2011-08-03
10-Q 2011-03-31 Filed 2011-05-06
10-K 2010-12-31 Filed 2011-02-14
10-Q 2010-09-30 Filed 2010-11-08
10-Q 2010-06-30 Filed 2010-08-09
10-Q 2010-03-31 Filed 2010-05-10
10-K 2009-12-31 Filed 2010-03-16
8-K 2020-11-09
8-K 2020-10-20
8-K 2020-09-09
8-K 2020-09-01
8-K 2020-08-07
8-K 2020-08-04
8-K 2020-08-04
8-K 2020-07-21
8-K 2020-07-21
8-K 2020-07-01
8-K 2020-06-12
8-K 2020-05-19
8-K 2020-05-15
8-K 2020-05-14
8-K 2020-05-06
8-K 2020-04-10
8-K 2020-04-01
8-K 2020-03-30
8-K 2020-03-24
8-K 2020-02-27
8-K 2020-02-05
8-K 2020-02-04
8-K 2019-11-29
8-K 2019-11-06
8-K 2019-10-15
8-K 2019-08-23
8-K 2019-08-13
8-K 2019-08-09
8-K 2019-08-07
8-K 2019-08-05
8-K 2019-08-01
8-K 2019-07-25
8-K 2019-07-22
8-K 2019-06-03
8-K 2019-04-25
8-K 2019-04-24
8-K 2019-03-26
8-K 2019-03-25
8-K 2019-03-05
8-K 2019-03-04
8-K 2019-02-25
8-K 2019-02-07
8-K 2019-02-04
8-K 2018-12-16
8-K 2018-11-13
8-K 2018-11-08
8-K 2018-08-10
8-K 2018-07-31
8-K 2018-06-22
8-K 2018-06-01
8-K 2018-05-22
8-K 2018-05-16
8-K 2018-05-01
8-K 2018-04-30
8-K 2018-04-30
8-K 2018-04-13
8-K 2018-04-02
8-K 2018-03-28
8-K 2018-03-14
8-K 2018-02-27
8-K 2018-02-23
8-K 2018-02-15
8-K 2018-01-24
8-K 2018-01-19
8-K 2018-01-05
8-K 2017-12-31

CCO 10K Annual Report

Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Reserved
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Note 1 - Basis of Presentation
Note 2 - Summary of Significant Accounting Policies
Note 3 - Segment Data
Note 4 - Cost - Savings Initiatives
Note 5 - Revenue
Note 6 - Long - Term Debt
Note 7 - Commitments and Contingencies
Note 8 - Income Taxes
Note 9 - Leases
Note 10 - Property, Plant and Equipment, Intangible Assets and Goodwill
Note 11 - Asset Retirement Obligations
Note 12 - Related Party Transactions
Note 13 - Stockholders' Deficit
Note 14 - Employee Benefit Plans
Note 15 - Mandatorily - Redeemable Preferred Stock
Note 16 - Other Information
Note 17 - Quarterly Results of Operations (Unaudited)
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Part IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10 - K Summary
EX-21 exhibit21-ccoh2020q4.htm
EX-22 exhibit22-ccoh2020q4.htm
EX-23 exhibit23-ccoh2020q4.htm
EX-31.1 exhibit311-ccoh2020q4.htm
EX-31.2 exhibit312-ccoh2020q4.htm
EX-32.1 exhibit321-ccoh2020q4.htm
EX-32.2 exhibit322-ccoh2020q4.htm

Clear Channel Outdoor Earnings 2020-12-31

Balance SheetIncome StatementCash Flow
10.07.95.83.81.7-0.42012201420172020
Assets, Equity
3.02.31.60.80.1-0.62012201420172020
Rev, G Profit, Net Income
0.6-0.0-0.6-1.3-1.9-2.52012201420172020
Ops, Inv, Fin

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    FOR THE TRANSITION PERIOD FROM                          TO                           

Commission File Number 001-32663
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
cco-20201231_g1.jpg
Delaware88-0318078
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
4830 North Loop 1604 West, Suite 111
San Antonio,Texas78249(210) 547-8800
(Address of principal executive offices, including zip code)(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Exchange on Which Registered
Common Stock, $0.01 par value per shareCCONew York Stock Exchange
Preferred Stock Purchase RightsNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:  None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes   No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes   No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer         Accelerated filer       Non-accelerated filer        Smaller reporting company   Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes No
As of June 30, 2020, the aggregate market value of the common stock beneficially held by non-affiliates of the registrant was approximately $372.4 million based on the closing sales price of the common stock as reported on the New York Stock Exchange.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes   No 
On February 22, 2021, there were 467,863,016 outstanding shares of common stock (excluding 1,364,443 shares held in treasury).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year ended December 31, 2020, are incorporated by reference into Part III of this Form 10-K.



CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
TABLE OF CONTENTS

Page
Number
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.


Table of Contents
PART I
ITEM 1.  BUSINESS
Overview
Clear Channel Outdoor Holdings, Inc. (the "Company", "we" or "us") is one of the world’s largest out-of-home advertising companies and the only global out-of-home advertising company with scaled presence in the United States ("U.S.") and Europe. With more than 500,000 advertising displays (including airport structures) spanning 31 countries, we deliver our clients’ marketing campaigns internationally, nationally and locally, enabling advertisers to engage with consumers through our portfolio of out-of-home advertising displays in many of the most desirable markets across the globe.
Our global asset portfolio primarily consists of the following advertising structures:
print billboards, which are a recognizable medium for delivering big brand messages with broad reach;
digital billboards, usually in high-traffic commercial areas, which may display advertisements for multiple customers and can change messages throughout the course of a day;
street furniture displays, the largest element of our international portfolio, which generally focus on urban city centers;
transit displays, such as bus and rail displays, which provide high-profile exposure throughout communities;
airport displays, which target travelers with high “dwell times” and multiple exposures for high-frequency campaigns; and
spectaculars and wallscapes, which are high-profile, high-impact advertising structures erected in mass consumer locations, such as Times Square and Sunset Boulevard, designed to attract maximum attention.
Our business model focuses on building strong customer relationships and leveraging our diverse global asset base to provide customized advertising solutions. Our strategy centers on transforming the way we do business by applying cutting-edge technology to the out-of-home advertising experience, including continuing our expansion of digital displays across our entire asset portfolio. As an industry leader in the development of out-of-home programmatic buying capabilities and the utilization of data and analytics to prove attribution and improve campaign planning and effectiveness, we are a pioneer in the out-of-home technology-fueled transformation that is further enhancing our ability to monetize our digital inventory.
Through our extensive display inventory and technology-based enhancements, we have the ability to deliver innovative, effective marketing campaigns for advertising partners globally, in their target markets, connecting brands with the people they want to reach with ideas that enlighten, entertain and influence them. In the U.S., we are present in 42 out of the top 50 designated market areas (“DMAs”), as well as all top 20 DMAs. Our portfolio in our Europe segment spans 17 countries (16 European countries plus Singapore) and is focused on densely populated metropolitan areas. We also have advertising assets in four countries across Latin America. Our diverse global portfolio gives us exposure to a range of macro-economic, regulatory and media environments, the ability to leverage technology investments and leadership across the portfolio, and the opportunity to develop global relationships with the world’s largest advertisers and agencies.
We believe that with our reach, technology and global asset base, we can provide our clients with a more effective method to reach their audiences and deliver their messages in an impactful manner compared to other traditional advertising mediums.
Development of our Business
Prior to May 1, 2019, we were indirectly owned by iHeartCommunications, Inc. (“iHeartCommunications”) and its parent company, iHeartMedia, Inc. (“iHeartMedia”). On May 1, 2019 (the "Effective Date"), we separated from, and ceased to be controlled by, iHeartMedia and its subsidiaries (the "Separation"). Refer to the Annual Report on Form 10-K for the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2020, for a full discussion of our corporate history prior to 2020.
In April 2020, following a strategic review of our investment in China, we sold our 50.91% stake in Clear Media Limited (“Clear Media”).
Macroeconomic Indicators and Seasonality
Advertising revenue for our business is highly correlated to changes in gross domestic product (“GDP”) as advertising spending has historically trended in line with GDP, both domestically and internationally. Additionally, our international results are impacted by the economic conditions in the foreign markets in which we have operations and fluctuations in foreign currency exchange rates.
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We typically experience our lowest financial performance in the first quarter of the calendar year, which is generally offset during the remainder of the year as our business typically experiences its strongest performance in the second and fourth quarters of the calendar year. However, our financial performance in 2020 was severely impacted by COVID-19, as further described below.
Our Industry
    We believe out-of-home advertising enjoys a strong and unique position in the media mix, offering advertisers an opportunity to reach consumers when they are out of the home and close to making purchase decisions through a cost-effective advertising medium.
Out-of-home has the broadest reach among all forms of media, reaching more adults in the U.S. on a weekly basis than radio, TV and the Internet, according to data provided by Scarborough Research. We reach our audience while they are on the move through billboards, transit displays and street furniture located in major commuter locations such as airports, bus networks and railways. With the growth of digital media and the use of data, advertisers can build on this location-targeting ability and alter advertising messages based on environmental conditions, including time of day and weather, making them all the more relevant and effective to their target audience.
Since the inception of the Internet, other traditional media has faced the challenge of online content migration, which has fragmented their audiences and reduced their reach. Out-of-home, on the other hand, has seen its audience grow through increased urbanization and time spent out of the home, in particular, benefiting from the development and worldwide use of the mobile phone. As a consequence, traditional forms of media have lost market share of ad spend, while out-of-home has seen healthy growth. According to data published by Magna Global in December 2020, global revenues in the out-of-home sector are expected to grow at a 4.6% compounded annual growth rate from 2022 to 2025 following the current economic downturn and recovery period, significantly faster than other traditional mediums.
The out-of-home sector in the U.S., particularly billboards, is subject to governmental regulation at the federal, state and local levels, which provides stability to our market position. In other advertising locations within the U.S. market (such as airports, other transit hubs or shopping malls) and in international markets, barriers to entry arise due to the complexity of operating major advertising concessions in these environments. We have developed long-standing municipality and other landlord partner relationships across our markets with long-term contracts and strong forward visibility, and we believe we can leverage our expertise to continue to expand our business.
Our Vision
    Our vision is to create a unique, mass-reach, global media platform that delivers our clients' messages across our distinctive portfolio of digital and traditional displays. We believe out-of-home advertising has opportunities to further improve its value proposition and capture an even greater share of the global advertising market, and part of our vision is to make out-of-home advertising as easy to plan, buy and measure as an online campaign, but with increased impact and reduced brand risk.
The key pillars of our vision are:
Growing the out-of-home medium. Our strategy is, first and foremost, to grow out-of-home advertising’s share of total media spend by leading the technology-driven transformation of the medium, and to grow our share of total out-of-home advertising spend by leveraging our distinctive global asset base and operations in key markets with strong demographic strengths.
Technological leadership. Technological advances continue to transform the out-of-home advertising sector and drive growth in the medium overall. We seek to leverage our leadership position in out-of-home technology and data to enhance out-of-home advertising's core proposition through digital displays, making the medium even more flexible and creative to draw consumer interest; to make out-of-home advertisements even easier to plan and buy; and to provide customers with proof of campaign delivery and return on investment.
Customer focus. We enable advertisers to engage with consumers through innovative advertising solutions that deliver results by putting our portfolio to work in smart and distinctive ways, including differentiating our products through innovation, sales and service. We seek to further develop our sales excellence by using sophisticated revenue management tools to optimize the yield of our asset base, and we are focused on developing our networks of locations into compelling propositions by selling the audience attributes rather than the individual display. We believe that this customer focus, as well as our distinctive global presence and scale, allows us to build relationships with key global advertisers across our portfolio.
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Opportunistic expansion. Part of our long-term vision is to leverage our operational performance to optimize our capital structure, pursue opportunities for acquisitions in a fragmented marketplace and exploit potential for portfolio expansion with acquisitions benefiting from our technology platform. Despite the current challenges of COVID-19, we believe that there are opportunities for expansion in the fragmented out-of-home space, and we remain open to opportunities that accelerate our path to creating enhanced value for shareholders. However, given the current economic environment, our immediate focus is on continuing to own, operate and enhance the value of our existing portfolio of assets.
Our Strategies
Promote outdoor media spending.
Given the attractive industry fundamentals of outdoor media and the depth and breadth of our relationships with advertisers, we believe we can drive out-of-home advertising's share of total media spend by using executive, marketing and dedicated sales teams to highlight the value of out-of-home advertising relative to other media. As part of our effort to promote growth in out-of-home advertising’s share of total media, we are focused on developing and implementing improved out-of-home audience delivery measurement systems to provide advertisers with tools to plan their campaigns and determine how effectively their message is reaching the desired audience.
    We are at the forefront of integrating out-of-home media with data analytics and attribution, and we have made and continue to make significant investments in research tools like Clear Channel Outdoor RADAR (“RADAR”), our proprietary suite of data-driven solutions for planning, amplifying and measuring the impact of out-of-home advertising. First launched in our Americas business in 2016, RADAR is the industry’s first suite of campaign planning, amplification and attribution solutions that utilizes aggregated and anonymized mobile data insights to help brands reach desired audiences, reengage these audiences across other media platforms, and measure what happens after someone is exposed to an advertisement on printed and digital displays. RADAR offers advertisers an easier way to unlock the value of out-home advertising by applying the same approach from the online world to the physical world’s largest screens. In 2020, we launched RADAR in our European business, with successful roll-outs in the United Kingdom (“U.K.”) and Spain, with other markets to follow.
Continued digitization of our portfolio and capabilities.
We were an early adopter of digital displays, and we continue to invest opportunistically in digital conversion both domestically and internationally. Digitization of the asset base has been a proven driver of growth in the out-of-home sector and for us in particular. Digital displays enhance the core proposition of out-of-home advertising by improving the quality of display, enabling greater utilization of our best advertising locations through sequential displays, allowing advertisers to plan campaigns around specific days or times of day, and enhancing creativity and contextual relevance of advertisements by tailoring messages according to specific locations, times or other inputs. Digitization of the asset base also provides highly attractive economics, and we believe we have established leadership in unlocking the full benefits of a digital portfolio, including improving sales force capability; developing sophisticated pricing and packaging, campaign delivery, and measurement tools; developing flexible propositions, which allow us to change content by time of day and quickly change messaging based on advertisers’ needs; and automation. Additionally, digital technology allows us to transition from selling space on a display to a single advertiser to selling time on that display to multiple advertisers, creating new revenue opportunities from both new and existing customers.
As of December 31, 2020, we had more than 19,000 digital displays worldwide, and revenue from digital displays accounted for approximately 31% of our total revenue for the year ended December 31, 2020, up from 29% for the year ended December 31, 2019. As we move through the economic downturn resulting from COVID-19, we are seeing benefits from our continued investments in technology and the global expansion of our digital footprint, which provides us with the flexibility to quickly ramp-up advertising campaigns and most effectively target the right audiences at the right time. A core element of our capital allocation strategy has been the continued digitization of our displays, and although we are taking a highly disciplined approach in managing our use of cash during the economic downturn, we remain committed to the development of digital out-of-home communication solutions, which we believe will serve to better position our business to meet our customers’ needs. The underlying fundamentals of the out-of-home industry remain attractive and are expected to continue to grow faster than traditional advertising over the long-term, with digital out-of-home driving that growth. According to data published by Magna Global in December 2020, the digital out-of-home sector is expected to grow at a 13.4% compounded annual growth rate from 2022 to 2025 following the current economic downturn and recovery period, and we hope to capture a significant share of this growth.
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Improving our programmatic platform.
    Historically, out-of-home campaigns have been relatively hard to buy, with a fragmented media owner landscape, long lead times and relatively inflexible display periods. However, with continued digitization, we are able to leverage technology for ad-buying, and we have become an industry-leader in providing clients with a flexible buying model via a real-time, biddable digital out-of-home marketplace solution. This programmatic platform introduces ease and efficiency to the out-of-home advertising sales process by enabling marketers to buy our out-of-home inventory in audience-based packages, giving them the ability to manage their campaigns on a self-service basis and empowering them with a level of flexibility closest to online platforms relative to other traditional ad mediums. We intend to continue focusing on our programmatic efforts to further develop automated sales technology with the objectives of targeting “new” media spend from digital and mobile markets and making our medium easier to buy so that we can continue to capture advertising dollars from other traditional ad mediums.
Investing in data and analytics technologies.
    Out-of-home advertising has historically suffered from less measurability than some of its peers, both in terms of the specific audience that views a campaign and the attribution of post-exposure activity. However, digitization, programmatic buying, and the pervasive presence of smartphones and other mobile devices generates an enormous amount of data, and our investments in data and analytics over the last several years have allowed us to use anonymous mobile location data to deliver powerful insights for our campaigns through our suite of RADAR products. The insights RADAR provides, in conjunction with flexible ad-buying, enable our clients to deliver highly customized, targeted and measurable out-of-home campaigns, resulting in a more sophisticated approach to delivering messages to the right audience in the right location at the right time. By providing our clients with industry-leading measurement tools for optimization of end-to-end out-of-home campaigns, RADAR is helping us to demonstrate the value of out-of-home advertising and is positioning us as an industry innovator and a true partner to our clients.
We believe the technology investments we have made in building out our RADAR platform position us to better meet our customers’ needs as we move through the economic downturn resulting from COVID-19. During this time, our customers have continued to use RADAR as a vital tool allowing brands to effectively plan and measure their out-of-home campaigns against specific audience segments, especially as traffic patterns changed over the course of the pandemic. For example, in the U.S., we saw an increase in average visitation rates to essential businesses during the pandemic as a result of out-of-home ad exposure, which, in some cases, was higher than pre-COVID visitation rates. We believe we can drive revenue growth by continuing to improve audience insights and data solutions to make campaigns more relevant and by utilizing sophisticated tools to unlock value in revenue management and campaign optimization.
Pursuing opportunistic transactions.
Another component of our long-term strategy is to grow our relevance to our advertising customers by continuously optimizing our portfolio, targeting selective investments in promising market segments and capitalizing on product and geographic opportunities. In the past, we frequently evaluated potential merger and acquisition situations, and, in many cases, identified opportunities to capture synergies, achieve network effects or expand into new markets through the opportunistic acquisition of companies, assets and technologies that fit in with our long-term strategy and vision.
We are focused on taking the necessary steps to de-lever our balance sheet, enhance financial flexibility and invest in the growth of our higher margin markets, particularly in the Americas. As we continue to focus on operational efficiencies that drive greater margin and cash flow, we may from time to time in the future consider strategic transactions, including, among other things, the sale of one or more of our markets or businesses.
COVID-19
Effects on Economy, Industry & Company
In December 2019, it was first reported that there had been an outbreak of a new coronavirus (“COVID-19”), and in March 2020, the World Health Organization categorized COVID-19 as a pandemic. In an effort to reduce transmission of the virus, governments around the world initially implemented lock-downs and placed significant restrictions on travel and transportation, and consumers significantly reduced time spent out-of-home. COVID-19 also resulted in volatile economic conditions, business disruptions across the globe and reductions in consumer spending. COVID-19’s extensive impact on the overall economy and on the global advertising market in particular has had a significant adverse impact on our business.
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Starting in March 2020, we observed lock-downs limiting the behavior and movement of consumers and target audiences, which caused a significant decrease in out-of-home audience metrics indicating a reduction in consumer advertising display engagement; a sharp decline in customer bookings as customers deferred advertising buying decisions and reduced marketing spend; an unprecedented level of requests to defer, revise or cancel sales contracts as customers sought to conserve cash; and customers forced to close their businesses temporarily or permanently. As lock-downs and restrictions lifted, the negative impacts of COVID-19 began to lessen during the last weeks of the second quarter, and we saw an increase in mobility, traffic and other out-of-home metrics. During the third quarter, out-of-home metrics, travel patterns, consumer behavior and economic activity improved to varying degrees across our global platform but remained significantly below historic norms. However, the resurgence in COVID-19 cases during the fourth quarter caused certain restrictions to be reinstated, causing the positive momentum to slow down. Additionally, new mobility restrictions in European countries created significant volatility in our Europe segment booking activity.
In December 2020, it was announced that several COVID-19 vaccines had been authorized by certain national regulatory authorities, including the Centers for Disease Control and Prevention (“CDC”) in the U.S., and the first vaccines were administered. It is expected that more vaccines will be authorized and rolled out over the coming months as large clinical trials are completed. Still, the duration and severity of the effects of the pandemic, which is still ongoing as of the filing date of this Annual Report on Form 10-K, continue to evolve and remain unknown. Additionally, it remains unclear when we will see stabilized out-of-home metrics translate into a return to typical out-of-home advertising buying levels.
Company Response
In response to the pandemic, we have used our advertising inventory to facilitate messages of support to medical teams, first responders, delivery professionals, food service workers and many other key workers in all parts of the world; to provide support to governments in helping remind citizens to observe restrictions and how to stay safe; and to shine a light on essential businesses that remained open during the pandemic.
Additionally, in the U.S., we are working to bolster our customers' COVID-19 recovery by offering proven market-ready solutions, grounded in data insights and designed to help businesses nationwide reopen, rally and recover. As part of our ongoing commitment to local and national business owners, we are sharing these resources with marketers and media buyers via a new dynamic hub of solutions – “The COVID-19 Recovery Resource Center.” This online resource gives business owners and brand marketers access to curated solutions, including reports on COVID-influenced behavioral changes, strategic marketing and creative ideas to engage with consumers and tell brand stories in a post-pandemic environment, the latest research and case studies on our proven ability to drive in-store visits and impact consumer behavior even during a crisis, and access to our curated creative galleries that share how advertisers have responded to the crisis, providing proactive ideas for messaging and design. Moreover, these resources include an analysis of COVID-impacted changes to audience travel patterns and behaviors identified through RADAR. We will continue adding marketing and advertising resources to the Recovery Resource Center as the country continues to reopen, businesses rebuild, and new consumer insights become available through our robust ecosystem of partnerships and industry-leading technologies.
Implementation of Cost-Savings Initiatives and Targeted Liquidity Measures
Since the onset of the pandemic, we have taken and continue to take various measures to preserve and strengthen our financial flexibility, including contract renegotiations with landlords and municipalities to better align fixed site lease expenses with reductions in revenue; reductions in salaries, bonuses and employee hours; hiring freezes, furloughs and reductions in headcount; application for European governmental support and wage subsidies; reduction of certain discretionary expenses; and deferral of capital expenditures, site lease and other payments to optimize working capital levels.
In 2020, we recognized reductions of rent expense on lease and non-lease contracts due to negotiated rent abatements of $77.7 million.
We also received European governmental support and wage subsidies in response to COVID-19 of $15.6 million, which have been recorded as reductions in compensation and rent costs.
During 2020, we also took certain targeted measures to increase our liquidity, including borrowing $150 million under our Revolving Credit Facility, amending our credit agreement governing our Senior Secured Credit Facilities (the “Senior Secured Credit Agreement”) to suspend the springing financial covenant through June 2021 and delay the scheduled financial covenant step-down, and issuing $375 million aggregate principal amount of CCIBV Senior Secured Notes due 2025 through our indirect wholly-owned subsidiary.
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In September 2020, we committed to a restructuring plan for our international divisions to reduce headcount in Europe and Latin America. We commenced consultations with works councils, employee representatives, unions and other relevant organizations regarding the intended reduction in force and related cost reduction and restructuring actions. We initially expected to finalize the plans and make relevant announcements to employees on a country by country basis, with an expectation that the majority of all such announcements would be completed by the end of 2020. Due to the evolving nature of COVID-19 impacts and the complexity of executing such a plan, we did not complete the majority of the announcements in Europe by the end of 2020. We now expect to continue making employee announcements during 2021 and expect to substantially complete the plan by the first half of 2022. We previously disclosed an estimate of charges in the range of approximately $21 million to $24 million and annualized pre-tax cost savings of $20 million. As a result of the delay in the Europe portion of the plan, we are unable to estimate the total charges or anticipated cost savings with certainty at this time. The Latin America portion of the plan was substantially completed in the third quarter of 2020. As of December 31, 2020, we had incurred approximately $8.9 million in charges related to this restructuring plan. The restructuring charges primarily consist of one-time termination benefits, including severance and other associated costs.
In addition, during the second half of 2020, we incurred $3.2 million in charges pursuant to a separate plan to reduce headcount in our Americas segment, with expected annualized pre-tax cost savings of approximately $7 million. This plan was completed during the fourth quarter of 2020.
In conjunction with these plans, we incurred charges of $2.5 million related to Corporate operations. We expect annualized pre-tax cost savings of approximately $5 million with limited further charges related to Corporate operations, which we anticipate will be paid over the same time frame as the Europe portion of the international plan.
The duration and severity of COVID-19’s impacts continue to evolve and remain unknown. As such, we will consider expanding, refining or implementing further changes to our existing restructuring plans or implementing new restructuring plans to reduce headcount as circumstances warrant. Actual final charges pursuant to these plans may be materially different from our estimates, and there is no guarantee that we will achieve the cost savings that we expect.
Looking Forward
Although COVID-19 had significant adverse effects on our results for 2020, the trends that we saw during the year were at times encouraging. As audiences returned, our advertisers returned as well; however, it remains unclear when we will see stabilized out-of-home metrics translate into a return to typical out-of-home advertising buying levels and Company results. While we expect the near term to remain challenging, we believe that the underlying fundamentals of our industry and our business, the strength of our portfolio and the strategic steps we have taken to bolster our financial position will continue to support our long-term strategies. We expect to continue exploring opportunities to reduce costs while remaining focused on securing new business and building out our digital network as we believe we are well-positioned to capitalize on improving trends. While we believe our distinct media offering, our continued investment in technology, and our strong customer relationships enable a stable path back to growth, the duration and severity of COVID-19’s impacts continue to evolve and remain unknown. See "Risk Factors" in Item 1A of this Form 10-K for further discussion of the possible impact of COVID-19 on our business.
Our Business Segments
    We have two reportable business segments: Americas, which includes operations primarily in the U.S., and Europe, which includes operations in Europe and Singapore. Our remaining operating segments – China, which we sold on April 28, 2020, and Latin America – do not meet the quantitative thresholds to qualify as reportable segments and are disclosed as “Other.” Americas, Europe and Other represented 53%, 43% and 4% of our 2020 revenue, respectively.
Americas
Overview
We are one of the largest out-of-home advertising companies in the U.S., with operations in 42 of the 50 largest U.S. markets, including all of the top 20 DMAs, and reaching more U.S. adults monthly in the top 10 DMAs than any other out-of-home media company. Our Americas segment generated 53%, 47% and 44% of our revenue in 2020, 2019 and 2018, respectively.
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Americas revenue, which is generated through both local and national sales channels, is derived from the sale of advertising copy placed on our printed and digital displays, consisting primarily of billboards, transit displays, street furniture, and spectaculars and wallscapes. As of December 31, 2020, we had approximately 71,000 advertising displays in the Americas. Our Americas business is focused on metropolitan areas with dense populations where our portfolio of assets provides advertisers with compelling opportunities to reach a mass audience in a cost-effective way, and the scale of our advertising networks enables us to deliver highly-targeted campaigns based on the specific audience delivered by individual panels. The majority of our Americas revenue is from large print and digital billboards, which are generally located along major expressways, primary commuting routes and main intersections that are highly-visible and heavily-trafficked. Our footprint is protected by significant barriers to entry for traditional large format roadside advertising, as well as the strong working relationships required with landlords and local governments. We seek to capitalize on our network, diversified product mix and long-standing presence in our existing markets to maximize revenue.
In 2020, the top five client categories in our Americas segment were business services, healthcare/medical, media, retail and banking/financial services. No single advertising market in the U.S. and no advertising category represented greater than 12% of our Americas revenue during the year ended December 31, 2020.
Competition
The out-of-home advertising industry in the Americas is fragmented, consisting of several other large companies such as Outfront Media, Inc. and Lamar Advertising Company, as well as numerous smaller and local companies operating a limited number of displays in a single market or a few local markets. Out-of-home advertising companies compete primarily based on ability to reach consumers, which is driven by location of the display. While location, price and availability of displays are important competitive factors, we believe that providing quality customer service and establishing strong customer relationships are also critical components of sales. We have long-standing relationships with a diversified group of advertising brands and agencies that allow us to diversify customer accounts and establish continuing revenue streams.
We also compete with other advertising media in our respective markets, including broadcast and cable television, radio, print media, direct mail, mobile, social media, online and other forms of advertisement. According to data published by Magna Global in December 2020, out-of-home advertising accounts for approximately 4% of the advertising market in the U.S., excluding search advertising.
Sources of Revenue
The following table shows the approximate percentage of revenue derived from each category for our Americas segment:
Year Ended December 31,
202020192018
Billboards:
Bulletins65 %60 %61 %
Posters11 %11 %11 %
Transit displays14 %17 %16 %
Street furniture displays%%%
Spectaculars/wallscapes%%%
Other(1)
%%%
Total100 %100 %100 %
(1)Includes production revenue and other non-advertising revenue.
Approximately 31%, 32% and 30% of our total Americas revenue during 2020, 2019 and 2018, respectively, was from digital displays.
Our advertising rates are based on a number of different factors, including location, competition, size of display, illumination, market and gross rating points (the total number of impressions delivered by a display or group of displays, expressed as a percentage of market population). The number of impressions delivered by a display is measured by Geopath, an independent organization that provides audience measurement for the out-of-home industry in the U.S. using a range of dynamic data sources, including anonymous location and trip data from hundreds of millions of connected vehicles and smartphones, to understand the number of people passing a display during a defined period of time, along with insights into their demographic characteristics. The margins on our billboard contracts tend to be higher than those on contracts for other displays due to their greater size, impact and location along major roadways that are highly trafficked.
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Billboards. Our Americas billboard inventory primarily includes bulletins and posters and is available in both printed and digital formats. The terms of our customer contracts for these displays generally range from four weeks to one year. Because of their greater size and impact, we typically receive higher rates for bulletins than we do for posters.
Bulletins, which are most commonly 14 feet high by 48 feet wide, are generally located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked. Our customers may contract for individual bulletins or a network of bulletins, meaning their advertisements are rotated within the network to increase the reach of the campaign.
Posters can vary in size but are commonly approximately 11 feet high by 23 feet wide, and junior posters are approximately 5 feet high by 11 feet wide. Posters are generally located in commercial areas on primary and secondary routes near point-of-purchase locations, facilitating advertising campaigns with greater demographic targeting than those displayed on bulletins.
Premiere displays, which use one or more poster panels but with vinyl advertising stretched over the panels similar to bulletins, are innovative hybrids between bulletins and posters that we developed to provide our customers with an alternative for their targeted marketing campaigns, combining the creative impact of bulletins with the additional reach and frequency of posters.
    Transit Displays. Our Americas transit displays, which are available in both printed and digital formats, are advertising surfaces on various types of vehicles or within transit systems, including on the interior and exterior sides of buses, trains, trams, and within the common areas of rail stations and airports. The terms of our customer contracts for these displays generally range from four weeks to one year, although some are longer.
    Street Furniture Displays. Our Americas street furniture displays, which are available in both printed and digital formats, include advertising surfaces on bus shelters, information kiosks, freestanding units and other public structures and are primarily located in major metropolitan areas and along major commuting routes. We are generally responsible for the construction and maintenance of street furniture structures, and we typically sell advertising on our street furniture displays as part of a network package that includes multiple street furniture displays. The terms of our customer contracts for these displays generally range from four weeks to one year.
    Spectaculars and Wallscapes. Spectaculars are customized display structures that often incorporate video, multi-dimensional lettering and figures, mechanical devices, moving parts and other embellishments to create special effects. Customer contracts for these displays, which are located in New York City's Times Square, typically have terms of at least one year. A wallscape is a display that drapes over or is suspended from the sides of buildings or other structures and is generally located in high-profile areas where other types of out-of-home advertising displays are limited or unavailable. The majority of our wallscapes are located in Chicago, Dallas, Los Angeles, San Francisco and New York City’s Times Square, and the terms of our customer contracts for these displays typically range from four weeks to one year.
Other Revenue. In the majority of our markets, our local production staff can perform the full range of activities required to create and/or install advertising copy, including creating the advertising copy design and layout, coordinating its printing, and installing the copy on displays. The remainder of the revenue from our Americas segment consists primarily of fees related to these activities, including vinyl or poster orders, production, embellishments and installation services.
Digital. Digital advertising allows for high-frequency, 24-hour advertising changes in high-traffic locations, enabling us to offer our clients optimal flexibility, distribution, circulation and visibility. Our scale has enabled cost-effective investment in new display technologies, such as digital billboards and smaller format LCD screens. The dynamic nature of digital displays allows us to sell more advertising opportunities to advertisers, optimizing yield on a per structure basis. We deployed 74 new digital billboards during 2020, for a total of more than 1,400 digital billboards as of December 31, 2020. Our Americas segment had more than 2,000 digital billboards and street furniture displays as of December 31, 2020.
Operations
We typically own the physical structures on which our customers’ advertising copy is displayed. We manage the construction of our structures centrally and erect them on sites we either lease or own or for which we have acquired permanent easements or executed long-term management agreements. The site lease terms generally range from 1 to 20 years. We believe that our properties are in good condition and suitable for our operations. No one property is material to our overall operations.
The majority of the advertising structures on which our displays are mounted require permits, which are granted for the right to operate an advertising structure as long as the structure is used in compliance with state and local laws and regulations. Permits are typically granted in perpetuity by the state and/or local government and typically are transferable or renewable for a minimal, or no, fee.
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Our rights to place transit displays on vehicles, within transit systems, or within the common areas of rail stations and airports and to place street furniture displays in the public domain, as well as the rights to sell advertising on such displays, are governed by contracts awarded by municipal and public transit authorities in competitive bidding processes governed by local law or, in the case of transit displays, may be negotiated with private transit operators. As compensation for the right to sell advertising space on these displays, we pay the municipality or transit authority a fee or revenue share that is either a fixed amount or a percentage of the revenue derived from the displays, and we are typically required to pay minimum guaranteed amounts. These contracts generally have terms ranging from 5 to 10 years for transit displays and 10 to 20 years for street furniture displays.
Printed advertising copy is primarily printed with computer-generated graphics on a single sheet of vinyl or polyethylene material supplied by the advertiser. These prints are then transported to the display site and secured to the display surface, either by being wrapped around the face of the site or affixed to a hardware anchoring system on the display site. Digital displays are linked through centralized computer systems to simultaneously and rapidly change advertising copy on a large number of displays as needed. Our operational process also includes conducting visual inspections of our inventory for display defects and taking necessary corrective action within a reasonable period of time.
Sales and Marketing
    We are redefining how outdoor media is bought and sold, working closely with customers, advertising agencies and other diversified media companies to develop more sophisticated approaches to delivering the right audience in the right location at the right time. One example is our programmatic effort to sell digital billboard advertisements using automated advertisement sales technology to introduce ease and efficiency to the out-of-home advertising sales process and enable better targeting of digital billboard advertising. Another example is our Proposal Team, which provides proposal preparation and marketing support for our key multi-market sales efforts. A third area is our proof-of-performance delivery platform that is leading the industry in providing transparency when the ad is delivered, accessible via an application programming interface to allow partners to pull proof-of-performance information into whichever system they choose. Additionally, in light of the effects of COVID-19, we have expanded our client-direct selling initiatives with a focus on selling creative ideas as opposed to specific billboard locations as advertisers work to realign their advertising campaigns.
RADAR
    RADAR is the industry’s first suite of campaign planning, attribution and amplification solutions, designed to utilize anonymous, aggregated mobile location data to help brands reach certain audiences and understand what happens after someone is exposed to an out-of-home advertisement. The individual tools within the suite are as follows:
RADARView® is our campaign planning and visualization tool, which combines several data sources, including industry standard audience measurement and anonymized, privacy-compliant location data from tens of millions of mobile devices, enabling advertisers to optimize their campaigns to most efficiently reach specific audience segments;
RADARProof® is our attribution measurement tool, which uses anonymized and aggregated data to understand the behavior of groups of people after they've been exposed to specific campaign ads. The behavior of these "exposed audiences" is compared to a control group of people who have not seen the campaign ads, enabling us to demonstrate to advertisers the impact of their campaigns on a variety of business objectives, including product purchases, store visits, application downloads, TV tune-in, brand awareness, purchase intent and more;
RADARConnect® amplifies out-of-home campaigns by re-targeting exposed audience groups with mobile ads, providing clients with a simple, easy-to-activate advertising solution that both extends reach and drives further impact of their out-of-home advertising campaigns; and
RADARSync® facilitates data integration by letting advertisers leverage the benefits of the RADAR tools using their preferred data, while also facilitating the ingestion of RADAR out-of-home campaign performance data into media agencies’ and advertisers’ own multi-touch attribution models, allowing the value of out-of-home to be understood as an integrated element of today's predominantly digital-led advertising and marketing programs.
We continue to make enhancements and expand the RADAR suite. We have also adapted the RADAR offering in Europe, including supplier selection processes and methods, in order to comply with data privacy laws including the European General Data Protection Regulation (“GDPR”), and we ensure our data partners undergo a data privacy impact assessment process. We believe analytics will play a critical role in helping brands particularly in their COVID-19 recovery, and we continue to demonstrate for advertisers how our RADAR suite of solutions can assist.
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Europe
Overview
Our Europe segment spans 17 countries in seven regions: France, the U.K., the Nordics (Denmark, Finland, Norway and Sweden), Central Europe (Belgium, the Netherlands and Switzerland), Southern Europe (Italy and Spain), other European countries (Ireland, Poland, Estonia, Lithuania and Latvia) and Singapore. We are the largest out-of-home advertising provider in several of these countries and consistently rank as a top out-of-home player in all of our European locations. Our Europe segment generated 43%, 41% and 43% of our revenue in 2020, 2019 and 2018, respectively.
Our Europe revenue is generated from the sale of advertising space on street furniture displays, billboards, transit displays and retail displays, and the majority of our customers are advertisers targeting national or regional audiences whose business generally is placed with us through media or advertising agencies. As of December 31, 2020, our portfolio included approximately 430,000 displays. (Our Europe display count includes display faces, which may include multiple faces on a single structure, as well as small individual displays. As a result, our Europe display count is not comparable to our Americas display count, which includes only unique displays.)
Our Europe portfolio is focused on densely populated metropolitan areas and spans many of Europe’s major cities, including London, Paris, Madrid and Rome, as well as Singapore. Similar to our Americas business, we believe our Europe business has attractive industry fundamentals, including the ability to reach a broad audience and drive foot traffic to the point-of-sale, making out-of-home advertising a cost-effective medium for advertisers compared to other traditional media, as measured by cost per thousand persons reached. Europe out-of-home advertising is an urban medium, and street furniture displays are our largest source of advertising revenue. Located at the heart of cities and close to the point-of-sale, street furniture displays have a location advantage, which advertisers leverage to drive foot traffic to their retail locations and influence purchase decisions.
In 2020, the top five client categories in our Europe segment were retail, food/food products, entertainment, automotive and telecommunications. No advertising category represented greater than 15% of our Europe revenue during the year ended December 31, 2020.
Competition
    The out-of-home advertising industry in Europe is highly competitive, consisting of several other large companies such as JCDecaux SA and Global Media & Entertainment, as well as numerous smaller and local companies operating a limited number of displays in a single market or a few local markets. Out-of-home advertising companies compete primarily based on ability to reach consumers, which is driven by location of the display. While location, price and availability of displays are important competitive factors, we believe that providing quality customer service and establishing strong client relationships are also critical components of sales. Our entrepreneurial business model allows local management to operate their markets as separate profit centers, encouraging customer cultivation and service.
    We also compete with other advertising media in our respective markets, including broadcast and cable television, radio, print media, direct mail, online, mobile and other forms of advertisement. According to data published by Magna Global in December 2020, out-of-home advertising accounts for approximately 6% of the advertising market in Western Europe, excluding search advertising, with out-of-home advertising’s share of the advertising market varying by country based on a number of factors, including regulation, sophistication, sociocultural aspects and historic media buying trends.
Sources of Revenue
The following table shows the approximate percentage of revenue derived from each category for our Europe segment:
Year Ended December 31,
202020192018
Street furniture displays49%45%42%
Billboards19%19%20%
Transit displays8%12%14%
Retail displays14%14%13%
Other(1)
10%10%11%
Total100%100%100%
(1)Includes advertising revenue from small displays and non-advertising revenue from sales of street furniture equipment, cleaning and maintenance services, operation of public bike programs and production revenue.
    Approximately 31%, 29% and 26% of our total Europe revenue during 2020, 2019 and 2018, respectively, was from digital displays.
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    Similar to our Americas business, advertising rates generally are based on the gross ratings points of a display or group of displays. In some of the countries where we have operations, the number of impressions delivered by a display is weighted to account for such factors as illumination, proximity to other displays, and the speed and viewing angle of approaching traffic.
Street Furniture Displays. Our Europe street furniture displays, which are available in both printed and digital formats, include advertising surfaces on bus shelters, freestanding units, various types of kiosks, telephone boxes and other public structures. Our print street furniture is typically sold to customers as network packages of multiple street furniture displays, with contract terms ranging from one to two weeks.
    Billboards. The sizes of our Europe billboards are not standardized. The billboards vary in size across our networks, with the majority of our Europe billboards being similar in size to the posters used in our Americas business. Our Europe billboard inventory is primarily comprised of premium and classic billboards and is available in both printed and digital formats. They are primarily sold to clients as network packages with contract terms typically ranging from one to two weeks, although long-term customer contracts with terms of up to one year are also available.
Premium billboards, which are typically larger in format, generally are located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked, as well as being located in iconic city center locations. Our customers may contract for individual billboards or a network of billboards. Because of their greater size and impact, as well as the high frequency and 24-hour advertising changes, we typically receive our highest rates for digital premium billboards. Not all of our premium billboards are digitized due to a number of factors such as regulatory consents or commercial considerations.
Classic billboards are available in a variety of formats across our Europe markets and generally are located in commercial areas on primary and secondary routes near point-of-purchase locations, facilitating advertising campaigns with greater breadth of demographic targeting than those displayed on premium billboards. Classic billboards typically deliver lower rates than our premium billboards.
    Transit Displays. Our Europe transit displays, which are available in both printed and digital formats, consist of advertising surfaces on various types of vehicles or within transit systems, including on the interior and exterior sides of buses, trains, trams and within the common areas of rail stations and airports. The terms of our customer contracts for these displays generally range from one week to one year, although some are longer.
    Retail Displays. Our retail displays, which are available in both printed and digital formats, are mainly standalone advertising structures in or in close proximity to retail outlets such as malls and supermarkets. The terms of our customer contracts for these displays generally range from one to two weeks.
Other Revenue. The remainder of the revenue from our Europe segment consists primarily of advertising revenue from other small displays, production revenue, and non-advertising revenue from the following sources:
Sales of street furniture equipment and cleaning and maintenance services. In several of our European markets, we sell equipment or provide cleaning and maintenance services as part of street furniture contracts with municipalities.
Operation of public bike programs. We also have a public bicycle rental program which provides bicycles for rent to the general public in several municipalities. In exchange for operating these bike rental programs, we generally derive revenue from advertising rights to the bikes, bike stations, additional street furniture displays and/or a share of rental income from the local municipalities.
Digital. Our digital network is a dynamic medium, which enables our customers to engage in real-time, tactical, topical and flexible advertising. Our scale has enabled cost-effective investment in digital display technology, and we continued to expand our digital footprint this year, adding 1,244 digital displays in 2020 for a total of more than 16,000 digital displays as of December 31, 2020. Through our digital brands, including Clear Channel Play and Adshel Live, we are able to offer networks of digital displays in multiple formats and environments including bus shelters, billboards, airports, transit, malls and flagship locations. As we continue to expand our digital reach across European cities, we are well-positioned to deliver increased flexibility and enhanced contextual relevance, at scale, improving our ability to meet brands’ needs.
Operations
We generally build our portfolios of advertising locations by entering into medium to long-term contracts with landlords such as municipalities, private individuals and shopping malls. Upfront investment and ongoing maintenance costs vary across contracts.
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Our rights to place street furniture in the public domain and to sell advertising on such street furniture are governed by contracts awarded by municipal and transit authorities, which typically provide for terms ranging up to 15 years. The major difference between our Europe and Americas street furniture businesses is in the nature of the municipal contracts. In Europe, these contracts typically require us to provide the municipality with a broader range of metropolitan amenities such as bus shelters with or without advertising panels, information kiosks and public wastebaskets, as well as space for the municipality to display maps or other public information. In exchange for providing such metropolitan amenities and display space, we are authorized to sell advertising space on certain sections of the structures we erect in the public domain. We pay the municipality or transit authority a fee or revenue share that is either a fixed amount or a percentage of the revenue derived from the displays and are typically required to pay minimum guaranteed amounts.
We lease the majority of our billboard sites from private landowners, usually for one to ten years.
Similar to street furniture, our rights to place transit displays on vehicles or within transit systems and to sell advertising space on them generally are awarded by public transit authorities in competitive bidding processes or are negotiated with private transit operators. These contracts generally have terms ranging from two to five years.
Our rights to place displays in retail locations and to sell advertising space on them generally are awarded by retail outlet operators such as large retailers or mall operators, either through private tenders or bilateral negotiations. These contracts generally have terms ranging from three to ten years.
We generally outsource the manufacturing of advertising structures to third parties and regularly seek competitive bids. We use a wide range of suppliers located in many of our markets, although much of our inventory is manufactured in China and the U.K. We believe that our properties are in good condition and suitable for our operations. No one property is significant to our overall operations.
The design of street furniture structures (such as bus shelters, bicycle racks and kiosks) is typically done in conjunction with a third-party supplier, and our street furniture sites are posted by our own employees or subcontractors who also clean and maintain the sites. The decision to use our own employees or subcontractors is made on a market-by-market basis taking into consideration the mix of products in the market and local labor costs.
Digital displays generally use LCD or LED technology. The manufacture and installation process is generally the same as for traditional sites; however, specialist suppliers are used to supply the LED tiles or LCD screen displays, and there may be additional factors, such as electrical supply and network connectivity, involved during design and construction.
Media or advertising agencies often provide our customers creative services to design and produce advertising copy, which is delivered to us either in digital format or in the traditional format of physical printed advertisements. For digital advertising campaigns, the digital advertisement is received by our content management system and is then distributed to our digital displays, which are linked through centralized computer systems to simultaneously and rapidly change messages throughout the course of a day. For traditional advertising campaigns, the printed advertisement – whether in paper or vinyl – is shipped to centralized warehouses operated by us or third parties. The copy is then sorted and delivered to sites where it is installed on our displays.
Sales and Marketing
We believe that we differentiate ourselves from our competition based on our sophisticated sales approach, emphasis on innovation and strong client relationships. In addition to our core focus of building relationships with our advertising customers and their agencies, a key focus is to continue to develop sophisticated pricing, packaging and programmatic selling tools and techniques – in particular pricing and packaging models that leverage the capabilities and benefits of digital display networks. Expanding our proprietary programmatic platform, which enables marketers to buy our out-of-home inventory in audience-based packages, gives customers the ability to manage their campaigns on a self-service basis. We are developing our programmatic capabilities throughout Europe, while securing and expanding partnerships with a number of leading platform partners.
Technologies and Tools
Through our digital transformation, we are committed to making our inventory more accessible to both new and existing advertisers. Additionally, we seek to achieve greater consumer engagement by delivering powerful, flexible and interactive campaigns that open up new possibilities for advertisers to engage with their target audiences. Part of our long-term strategy is to pursue the diversification of our product offering by introducing technologies, such as beacons, small cells, way-finding stations and provision of Wi-Fi, in our street furniture network as additions to traditional methods of displaying our clients’ advertisements. We also work closely with municipalities to develop smart city products, including interactive digital mapping solutions, information kiosks and Wi-Fi hubs, which also provide additional advertising opportunities.
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We are also continuing to focus on employing data and technology in order to enhance our revenue and campaign management tools and, in particular, to help brands navigate the audience and environmental impacts of changing COVID-19 restrictions. In 2020, we launched a GDPR-adapted version of RADAR in the U.K. and Spain, which has further strengthened our ability to help brands engage audiences effectively as mobility patterns evolve. We also launched the Return Audience Hub in the U.K., which has become a go-to planning portal for advertisers. The Hub monitors a large anonymized mobile dataset to learn and openly share how the portfolio is delivering audiences compared to pre-lockdown levels, demonstrating how mobility behaviors have adapted, and provides simple off-the-shelf solutions that help advertisers utilize audience ‘hot spots.’
Other
Latin America
In addition to our Americas and Europe segments, we also have operations in Latin America, including in Brazil, Chile, Mexico and Peru. Our Latin America business generated 2%, 3% and 3% of our revenue in 2020, 2019 and 2018, respectively.
The majority of our Latin America revenue is generated from the sale of advertising space on billboards and street furniture displays. As of December 31, 2020, our Latin American portfolio included approximately 5,500 displays, including more than 700 digital displays. In addition, we generate revenue from public bicycle rental programs, which operate in a similar manner to our public bicycle rental programs in Europe.
China
On April 28, 2020, we sold our 50.91% stake in Clear Media, a company based in China whose ordinary shares are listed on the Hong Kong Stock Exchange. Our stake in Clear Media generated 2%, 8% and 10% of our revenue in 2020, 2019 and 2018, respectively.
Our Human Capital Resources
    Our mission is to connect brands and consumers by delivering innovative advertising insights and solutions while enhancing our communities. We believe that our continued success and position as an industry leader is dependent upon successful execution of this mission, and a critical component in achieving this mission is attracting, motivating and retaining great people who allow us to continue to find new and innovative ways to serve our customers and our communities.
As of December 31, 2020, we had approximately 4,800 employees, including approximately 1,500 employees in the U.S., approximately 2,900 employees in Europe and approximately 400 employees in Latin America. Of our total employees, approximately 4,100 were in direct operations and approximately 700 were in administrative or corporate-related activities. We believe that our relationship with our employees is good.
We have a continual focus on talent management in our organization with an annual talent identification process and development programs in place to ensure we have sufficient succession planning strategies for critical roles. Additionally, we have a robust annual goal-setting and performance management process, in line with our global strategy of ensuring that all employees have a connection and purpose aligned to our overall company goals. To facilitate talent attraction and retention, we strive to create strong teams and vibrant culture at every level of our organization through our core values of integrity, innovation, excellence and safety. We also strive to offer a fair and competitive compensation and benefits program, foster a community where everyone feels included and empowered to do their best work, provide a safe workplace, and give employees the opportunity to give back to their communities and make a social impact. We believe people can achieve their full potential when they enjoy their work, so it is our priority to provide a workplace where growth, success and fun go hand in hand. We formally survey our employees on a periodic and ongoing basis to measure engagement and identify areas for improvement.
COVID-19 has affected everyone worldwide and, as a global company bolstered by a diverse workforce, our priority is to protect the safety, health and well-being of our employees and their families. In recognition of the unique challenges facing our people around the world during this time, in May we launched Our People Pledge in order to reaffirm and emphasize our commitment to putting our people first, as well as to guide and support our people through this challenging period. Our People Pledge, which is consistent with the Company’s foundational core values, identifies five core commitments to which we hold our Company and our employees accountable — recognizing the importance of the global Clear Channel community, being fair and transparent in our decision-making approach to our people, being flexible and open to new ideas, partnering with our customers and communities, and looking towards the future. We believe that in doing so, we’ll emerge from this period of uncertainty as a stronger global Clear Channel community.
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Code of Business Conduct
We are deeply committed to promoting a culture of ethical conduct and compliance. Our Code of Business Conduct and Ethics, which applies to all employees as well as officers and all members of the Board, reinforces our core values and helps drive our workplace culture of compliance with ethical standards, integrity and accountability. Training on the Code is mandatory upon employment and is provided on an annual basis. Highlights from our Code include a no-retaliation policy for anyone who, acting in good faith, notifies us of a possible violation of the Code, our policies or the law; a commitment to human rights and labor protections in all of our operations, and the expectation that our business partners uphold the same standards; and an anti-corruption policy that prohibits offering, attempting to offer, authorizing or promising any bribe or kickback for the purpose of obtaining or retaining business or an unfair advantage.
Compensation and Benefits Programs
Our compensation and benefits programs are designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our stockholders. We provide employees with compensation packages that include base salary and annual incentive bonuses tied to Company and division performance, in line with our pay-for-performance philosophy. Our sales employees are incentivized through sales commission programs, with our highest performing individuals further awarded through formal recognition programs. Our executives and certain other employees receive long-term equity awards that vest based on our relative total shareholder return or over a defined period. We believe that a compensation program with both short-term and long-term awards provides fair and competitive compensation and aligns employee and stockholder interests.
We also provide our employees and their families with access to a variety of healthcare and insurance benefits, qualified spending accounts, retirement savings plans and various other benefits.
Diversity and Inclusion
We are an equal opportunity employer and are committed to providing a work environment that is free of discrimination and harassment. We respect and embrace diversity of thought and experience and believe that a diverse workforce produces more innovative insights and solutions, resulting in better products and services for our customers. As we bring brands face-to-face with people, we believe our teams need to be as diverse in their composition and outlook as the audiences we reach every day, and we work together to create an inclusive environment where everyone can bring their true selves to work.
We have an ongoing priority to enhance diversity of our workforce and have implemented diversity and inclusion strategies across our global business. Amidst calls for sociopolitical change we’ve seen play out in all corners of the world, we have reinforced our commitment to our people and to promoting diversity and inclusion, as well as the need to do more to continue improving and evolving as an organization. In an effort to further promote a diverse and inclusive environment, we have launched the Executive Diversity Advisory Council in the U.S., implemented the International Fairness program in Europe, and surveyed employees globally to gather insights on diversity and inclusion preferences to help guide and prioritize our efforts.
Safety and Wellness
Safety is one of our core values, and we are committed to providing our employees with a safe workplace and prioritizing the physical and mental health and well-being of our employees. One of the ways in which we do this is by offering an Employee Assistance Program, which gives employees access to licensed professional counselors and other specialists at no cost for help with balancing work and life issues. We have also implemented an Employee Relief Fund to help employees facing financial hardship immediately after a disaster or during unanticipated and unavoidable personal emergencies.
In response to COVID-19, we implemented significant changes that we determined were in the best interest of our employees and the communities in which we operate and which comply with government regulations. This included transitioning the vast majority of our employees to work-from-home for a large portion of 2020, while implementing additional safety measures for employees continuing critical on-site work. In recent months, we have started to execute on our phased Return-to-Office plan on an office-by-office basis, ensuring compliance with state and local regulations as well as guidance issued by the CDC. As part of this plan, we have implemented a number of strict safety procedures and protocols, including mandatory trainings, social distancing and rotational schedules, daily screening questionnaires and temperature checks, mandatory use of masks in common areas and enhanced cleaning protocols. Given the uncertainty and evolving-nature of COVID-19 developments, our Return-to-Office plan is nimble, allowing each office the flexibility to return to work-from-home directives as necessary based on local conditions.
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In line with our priority of protecting the safety, health and well-being of our employees, we surveyed our employees in May 2020 to determine how we could more effectively provide support. This survey, administered by a third party, focused on the following areas: concern and connection; virtual work effectiveness; senior leadership response and communication; and employee wellness, health and safety. Utilizing the results of this survey, we developed an action plan to face the challenges of COVID-19 while helping employees remain engaged and productive with regular communication of our progress through all-hands meetings, regional and departmental meetings and other forms of communication.
Community Involvement
One of our guiding principles is making a difference in the communities we serve, and our corporate social responsibility initiatives are an important part of our culture. We believe that building connections between our employees, their families and our communities creates a more meaningful, fulfilling and enjoyable workplace. As a company, we endeavor to use our resources and products to drive meaningful societal change and have collaborated with local and national organizations globally to improve health and public safety; to ensure a sustainable environment; to promote arts, education and cultural diversity; and to support market-by-market advertising standards. We also provide employees the opportunity to give back through our Local Spirit Day of Service program, which offers employees a day of paid volunteer time each year.
Regulation of our Business
Regulations have a significant impact on the out-of-home advertising industry and our business. As the owner or operator of various real properties and facilities, we must comply with various environmental, health, safety and land use laws and regulations, including those relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances and zoning restrictions. Historically, we have not incurred significant expenditures to comply with these laws.
The out-of-home advertising industry in the U.S. is subject to governmental regulation at the federal, state and local levels. Federal law, principally the Highway Beautification Act (“HBA”), regulates out-of-home advertising on Federal-Aid Primary, Interstate and National Highway Systems roads within the U.S. (“controlled roads”). The HBA regulates the size and placement of billboards, requires the development of state standards, mandates state compliance programs, promotes the expeditious removal of illegal signs, and requires just compensation if a state or other government agency or entity compels the removal of a lawful billboard along a controlled road. To satisfy the HBA’s requirements, all states have passed billboard control statutes and regulations that regulate, among other things, construction, repair, maintenance, lighting, height, size, spacing, placement and permitting of out-of-home advertising structures. We are not aware of any state that has passed control statutes and regulations less restrictive than the prevailing federal requirements on the federal highway system, including the requirement that an owner remove any non-grandfathered, non-compliant signs along the controlled roads at the owner’s expense and without compensation. In the past, state governments have purchased and removed existing lawful billboards for beautification purposes using federal funding for transportation enhancement programs, and these jurisdictions may continue to do so in the future. Local governments generally also include billboard control as part of their zoning laws and building codes, regulating those items described above, and include similar provisions regarding the removal of non-grandfathered structures that do not comply with certain of the local requirements. Some local governments have initiated code enforcement and permit reviews of billboards within their jurisdiction, and, in some instances, we have had to remove billboards as a result of such reviews. As part of their billboard control laws, state and local governments also regulate the construction of new signs. Some jurisdictions prohibit new construction, some jurisdictions allow new construction only to replace or relocate existing structures, and some jurisdictions allow new construction subject to the various restrictions discussed above. In certain jurisdictions, restrictive regulations also limit our ability to relocate, rebuild, repair, maintain, upgrade, modify or replace existing legal non-conforming billboards (billboards which conformed with applicable laws and regulations when built, but which do not conform to current laws and regulations).
From time to time, state and local government authorities use the power of eminent domain and amortization to remove billboards. Amortization is the required removal of legal non-conforming billboards or the commercial advertising placed on such billboards after a period of years. Pursuant to this concept, the governmental body asserts that just compensation has been earned by continued operation of the billboard over that period of time. Although amortization is prohibited along all controlled roads, amortization has been upheld along non-controlled roads in limited instances where permitted by state and local law. Thus far, we have been able to obtain satisfactory compensation for, or relocation of, our billboards purchased or removed as a result of these types of governmental action, although there is no assurance that this will continue to be the case in the future.
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Each of the international countries in which we operate has its own regulatory regime and, in some cases, more than one regulatory regime. International regulation of the out-of-home advertising industry varies by municipality, region and country, but generally limits the size, placement, nature and density of out-of-home displays. In addition, many of these regulations set specific guidelines for the development of new out-of-home locations and address the construction, repair, maintenance, lighting, upgrading, height, size, spacing, location and permitting of billboards as well as the use of new technologies for changing displays, such as digital displays. Other regulations may limit the subject matter and language of out-of-home displays. For example, most European Union (“E.U.”) countries, among other nations, have banned out-of-home advertisements for tobacco products and regulate alcohol advertising.
We have introduced and intend to expand the global deployment of digital billboards, which display static digital advertising copy from various advertisers that changes up to several times per minute. We have encountered some existing regulations in the U.S. and across some international jurisdictions that restrict or prohibit these types of digital displays. However, since digital technology for changing static copy has only recently been developed and introduced into the market on a large scale, existing regulations that currently do not apply to digital technology by their terms could be revised to impose greater restrictions. These regulations, or actions by third parties, may impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety.
From time to time, legislation has been introduced in both the U.S. and foreign jurisdictions attempting to impose taxes on revenue from out-of-home advertising, for the right to use out-of-home advertising assets, or for the privilege of engaging in the out-of-home advertising business. Several jurisdictions have imposed such taxes as a percentage of our out-of-home advertising revenue generated in that jurisdiction or based on the size of the billboard and type of display technology. In addition, some jurisdictions have taxed our personal property and leasehold interests in advertising locations using various valuation methodologies. We expect U.S. and foreign jurisdictions to continue to try to impose such taxes as a way of increasing revenue.
These laws may affect prevailing competitive conditions in our markets in a variety of ways. Such laws may reduce our expansion opportunities or may increase or reduce competitive pressure from other members of the out-of-home advertising industry. No assurance can be given that existing or future laws or regulations, and the enforcement thereof, will not materially and adversely affect the out-of-home advertising industry. However, we contest laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact the growth of our out-of-home advertising business.
Privacy and Data Protection
We obtain certain types of information from users of our technology platforms, including our websites, web pages, interactive features, social media pages and mobile applications (collectively, “Platforms”) in accordance with cookie regulation and our terms of use, with applicable Privacy Notices posted on each Platform. We obtain anonymous and aggregated audience behavior insights about consumers from vetted third-party data providers who are contractually obligated to ensure that any personal information collected is only from consenting consumers and is compliant with applicable laws. We use and share this information for a variety of business purposes and may coordinate out-of-home client campaigns with online advertising campaigns run by our business partners, including interstitial ads and push notifications. In addition, we collect personally identifiable information (“PII”) from our employees, users of our public bike services, our business partners and consumers who interact with our digital panels, including through QR codes and beacon technology, as set out in relevant Privacy Notices.
We are subject to a number of federal, state, local and foreign laws and regulations relating to consumer protection, information security, data protection and privacy. Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business or limit the services we are able to offer. In the area of information security and data protection, the laws in several states in the U.S. and most other countries require companies to implement specific information security controls and legal protections to protect certain types of PII. Likewise, most states in the U.S. and most other countries have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their PII. Any failure on our part to comply with these laws may subject us to significant liabilities.
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In the U.S., we regularly review and implement commercially reasonable organizational and technical security measures that are designed to protect against the loss, misuse and alteration of our employees’, customers’ and consumers’ PII and to protect our proprietary business information. In late 2020, the state of California adopted the California Privacy Rights Act (“CPRA”) ballot initiative, which expands and modifies the California Consumer Privacy Act of 2018 (“CCPA”) to more closely resemble the E.U.’s GDPR. The CPRA creates a broader set of consumer privacy rights and business obligations than the CCPA, including additional notice and consent obligations relevant to employee data and digital advertising. We will be able to leverage many aspects of our existing privacy compliance efforts to adapt to these regulatory changes, which will go into full effect in 2023. We expect to incur additional compliance costs in doing so and recognize that the government may impose new data collection restrictions on us and on our business partners conforming with other global restrictions. Beyond California, a growing number of other U.S. states are proposing new privacy legislation, which has created the need for multi-state compliance. We continue to monitor and adapt to this evolving privacy landscape.
Internationally, we have implemented a comprehensive legal and information security-led approach to compliance with legislation, including the E.U.-wide GDPR, the E.U. Privacy and Electronic Communications Regulation, the U.K. Data Protection Act, the Singapore Personal Data Protection Act and the Brazilian General Data Protection Law, in line with our obligations and risk profile. Our Chief Data Privacy Officer runs our European and Latin American Privacy Office, which includes a newly appointed European Data Privacy Officer following the Brexit Agreement between the U.K. and Europe in December 2020 and a new Brazilian Data Privacy Officer. Our Privacy Office has particular focus on assessing and controlling the privacy impact of our audience behavioral measurement tools, which are the subject of occasional European media focus and may be capable of being misunderstood. We are also in the process of adapting our data transfer mechanisms to adapt to significant E.U. privacy case law seeking to further control U.S. transfers of E.U. personal data.
Despite our best efforts, no security measures are perfect or impenetrable. Any failure or perceived failure by us to protect our information or information about our employees, customers and consumers, or to comply with our policies or applicable regulatory requirements, could result in damage to our business and loss of confidence in us; damage to our brands; the loss of users of our services, consumers, business partners and advertisers; and proceedings against us by governmental authorities or others, which could harm our business.
Available Information
You can find more information about us at our Internet website located at clearchanneloutdoor.com. The contents of our website are not deemed to be part of this Annual Report on Form 10-K or any of our other filings with the SEC.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are available free of charge through our Investor Relations website, investor.clearchannel.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our SEC filings are also available to the public at the SEC's website at www.sec.gov.
ITEM 1A.  RISK FACTORS
A wide range of factors could materially adversely affect our business, operating results, financial condition, and/or the value of our common stock and outstanding debt securities. These factors include, but are not limited to, the following risks and uncertainties:
Economic Risks and Current Events
The COVID-19 pandemic has negatively affected and will likely continue to negatively affect our business, operating results, financial condition and prospects.
On March 11, 2020, the COVID-19 outbreak was characterized as a pandemic by the World Health Organization. In response to the pandemic, governments around the world implemented numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, work-from-home orders and shutdowns. These measures have impacted and will continue to impact our workforce and operations, the behaviors of our advertising customers and of consumers, and the operations of our suppliers. Our business, along with the global economy, has been adversely affected by these measures, which have resulted in significant reductions in time spent out of home by consumers, reductions in advertising and consumer spending, volatile economic conditions and business disruptions across markets globally.
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Our results of operations for the year ended December 31, 2020 were negatively impacted by COVID-19 largely due to customers deferring buying decisions and reducing marketing spend, and, due to the continued global spread of COVID-19, we anticipate continued adverse effects on our results of operations throughout our business. Additionally, we recognized $150.4 million of impairment charges during 2020 due to a reduction in projected cash flows primarily related to COVID-19. Although it was announced in December 2020 that several COVID-19 vaccines had been authorized by certain national regulatory authorities, and vaccines are being administered, the duration and severity of the effects of the pandemic continue to evolve and remain unknown. We have experienced and are continuing to experience significantly reduced advertising spend, which has and could continue to materially adversely impact our business, results of operations and overall financial performance in future periods and could result in future impairments.
Additionally, impacts of the COVID-19 pandemic could have the effect of heightening many of the other risks described herein. The extent to which COVID-19 will ultimately impact our results will depend on future developments, which are highly uncertain and cannot easily be predicted, including the re-imposition of government restrictions and mandates in various countries, actions of individuals including mask coverage and social distancing, the rate of vaccine rollout, and other actions taken throughout the world, including in our markets, to contain the coronavirus or treat its impact. The severity, magnitude and duration of COVID-19 is uncertain, rapidly changing, hard to predict and depends on events beyond our knowledge or control. As such, we might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts on our business, results of operations, financial condition and cash flows, which may be material.
Our results have been in the past, and could continue to be, adversely affected by economic uncertainty or deteriorations in economic conditions.
We derive revenues from the sale of advertising. Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns. Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising. For example, the global economic downturn that began in 2008 resulted in a decline in advertising and marketing by our customers, which resulted in a decline in advertising revenues across our businesses. This reduction in advertising revenues had an adverse effect on our revenue, profit margins, cash flow and liquidity.
The COVID-19 pandemic has resulted in a global recession, which has adversely impacted our revenue, profit margins, cash flow and liquidity. Continued disruption to the global economy and economic uncertainty as a result of COVID-19 is likely to continue to negatively affect our advertising customers, and in turn, continue to negatively affect us. It is unclear when an economic recovery could start and what a recovery will look like as countries emerge from this unprecedented shutdown of the global economy.
Furthermore, because a significant portion of our revenue is derived from local advertisers, our ability to generate revenues in specific markets is directly affected by local and regional conditions, and unfavorable regional economic conditions also may adversely impact our results. In addition, even in the absence of a downturn in general economic conditions, an individual business sector or market may experience a downturn, causing it to reduce its advertising expenditures, which also may adversely impact our results.
Liquidity, Financing and Capital Structure Risks
We require a significant amount of cash to service our debt obligations and to fund our operations and capital expenditures, which depends on many factors beyond our control.
Our ability to service our debt obligations requires a significant amount of cash. During 2020, we spent $323.8 million of cash to pay interest on our debt, and we anticipate having approximately $361.5 million of cash interest payment obligations in 2021. Our significant interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns generally, reduce our liquidity over time, and could negatively affect our ability to obtain additional financing in the future.
Our other primary uses of liquidity are for our working capital used to fund the operations of the business and for capital expenditures related to display construction, renovation and maintenance. Our primary sources of liquidity are currently cash on hand, cash flow from operations and our credit facilities. Our ability to fund our working capital, capital expenditures, debt service and other obligations depends on our future operating performance, cash from operations and our ability to manage our liquidity, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond our control. Availability of our credit facilities for working capital and other needs is limited by certain covenants under our existing indebtedness, and if we are unable to generate sufficient cash through our operations, we could face substantial liquidity problems, which could have a material adverse effect on our financial condition, our ability to meet our obligations and the value of our company. Additionally, the increased economic and demand uncertainty resulting from the COVID-19 pandemic has led to disruption and volatility in the global capital markets, which may potentially result in an increased cost of capital and an adverse impact on access to capital.
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The purchase price of possible acquisitions, capital expenditures for deployment of digital billboards and other strategic initiatives could require additional indebtedness or equity financing from banks or other lenders, or through public offerings or private placements of debt or equity, strategic relationships or other arrangements, or from a combination of these sources. Additional indebtedness could increase our leverage and make us more vulnerable to economic downturns and may limit our ability to withstand competitive pressures. The terms of our existing or future debt agreements may restrict us from securing financing on terms that are available to us at that time or at all. Further, there can be no assurance that financing alternatives will be available to us in sufficient amounts or on terms acceptable to us in the future due to market conditions, our financial condition, our liquidity constraints or other factors, many of which are beyond our control, and even if financing alternatives are available to us, we may not find them suitable or at reasonable interest rates. The inability to obtain additional financing in such circumstances could have a material adverse effect on our financial condition and on our ability to meet our obligations or pursue strategic initiatives.
We may not be able to generate sufficient cash to service all of our substantial indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
As of December 31, 2020, we had approximately $5.6 billion of total indebtedness outstanding, including approximately $2.0 billion of term loans under the Term Loan Facility, which amortizes in equal quarterly installments in an aggregate annual amount of $20.0 million, with the balance being payable in August 2026; $130.0 million under the Revolving Credit Facility, which matures in August 2024; $1.25 billion aggregate principal amount of 5.125% Senior Secured Notes due 2027 (the "CCOH Senior Secured Notes"); $375.0 million aggregate principal amount of 6.625% Senior Secured Notes due 2025 (the “CCIBV Senior Secured Notes”); approximately $1.9 billion aggregate principal amount of 9.25% Senior Notes due 2024 (the "CCWH Senior Notes"); and approximately $6.8 million of other debt. Our substantial level of indebtedness and other financial obligations increase the possibility that we may be unable to generate cash sufficient to pay, when due, the principal, interest or other amounts due in respect of our indebtedness.
This substantial amount of indebtedness and other obligations could have negative consequences for us, including, without limitation:
Requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on our indebtedness, thereby reducing cash available for other purposes, including to fund operations and capital expenditures, invest in new technology and pursue other business opportunities;
Limiting our liquidity and operational flexibility and limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;
Limiting our ability to adjust to changing economic, business and competitive conditions;
Requiring us to defer planned capital expenditures, reduce discretionary spending, sell assets, restructure existing indebtedness or defer acquisitions or other strategic opportunities, including our ability to enter into new agreements that will require capital expenditures;
Limiting our ability to refinance any of the indebtedness or increasing the cost of any such refinancing;
Making us more vulnerable to an increase in interest rates, a downturn in our operating performance, a decline in general economic or industry conditions, or a disruption in the credit markets; and
Making us more susceptible to negative changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.
If compliance with debt obligations materially hinders our ability to operate our business and adapt to changing industry conditions, we may lose market share, our revenue may decline and our operating results may suffer.
Our ability to make scheduled payments on our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, economic and other factors beyond our control.
We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, and if our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or refinance our indebtedness. Additionally, we may not be able to take any of these actions, or these actions may not be successful or permit us to meet our scheduled debt service obligations. Furthermore, these actions may not be permitted under the terms of our existing or future debt agreements.
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Our ability to refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates, increasing our debt service obligations, and may require us to comply with more onerous covenants, which could further restrict our business operations. Additionally, we may not be able to refinance our debt at all, or we may not be successful in utilizing debt refinancings to meet our scheduled debt service obligations. Furthermore, the terms of existing or future debt instruments may restrict us from pursuing this alternative.
Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. If we cannot make scheduled payments on our indebtedness, we will be in default under one or more of the agreements governing our indebtedness, and, as a result, we could be forced into bankruptcy or liquidation.
Operational Risks
We face intense competition in the out-of-home advertising business.
We operate in a highly competitive industry, and we may not be able to maintain or increase our current advertising revenues. We compete for advertising revenue with other out-of-home advertising businesses, as well as with other media, such as radio, newspapers, magazines, television, direct mail, mobile devices, satellite radio and Internet-based services, within their respective markets. Market shares are subject to change for various reasons including through consolidation of our competitors through processes such as mergers and acquisitions, which could have the effect of reducing our revenue in a specific market. Our competitors may develop technology, services or advertising media that are equal or superior to those we provide or that achieve greater market acceptance and brand recognition than we achieve. It also is possible that new competitors may emerge and rapidly acquire significant market share in any of our business segments. The advertiser/agency ecosystem is diverse and dynamic, with advertiser/agency relationships subject to change. This could have an adverse effect on us if an advertiser client shifts its relationship to an agency with whom we do not have as good a relationship. An increased level of competition for advertising dollars may lead to lower advertising rates as we attempt to retain customers or may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match.
The success of our business is dependent upon our ability to obtain and renew contracts with municipalities, transit authorities and private landlords, which we may not be able to obtain on favorable terms.
Our street furniture and transit products businesses require us to obtain and renew contracts with municipalities and transit authorities. Many of these contracts, which require us to participate in competitive bidding processes at each renewal, typically have terms ranging up to 15 years and have revenue-share, capital expenditure requirements and/or fixed payment components. Competitive bidding processes are complex and sometimes lengthy, and substantial costs may be incurred in connection with preparing bids. Our competitors, individually or through relationships with third parties, may be able to provide municipalities with different or greater capabilities, prices or benefits than we can provide. In the past we have not been, and most likely in the future we will not be, awarded all of the contracts on which we bid. The success of our business also depends generally on our ability to obtain and renew contracts with private landlords. There can be no assurance that we will win any particular bid, be able to renew existing contracts (on the same or better terms, or at all) or be able to replace any revenues lost upon expiration or completion of a contract. Our inability to renew existing contracts may also result in significant expenses from the removal of our displays. Furthermore, if and when we do obtain a contract, we are generally required to incur significant start-up expenses. The costs of bidding on contracts and the start-up costs associated with new contracts we may obtain may significantly reduce our cash flow and liquidity.
This competitive bidding process presents a number of risks, including the following:
We may expend substantial cost and managerial time and effort to prepare bids and proposals for contracts that we may not win;
We may be unable to estimate accurately the revenue derived from and the resources and cost structure that will be required to service any contract we win or anticipate changes in the operating environment on which our financial proposal was based; and
We may encounter expenses and delays if our competitors challenge awards of contracts to us in competitive bidding, and any such challenge could result in the resubmission of bids on modified specifications or in the termination, reduction or modification of the awarded contract.
Our inability to successfully negotiate, renew or complete these contracts due to third-party or governmental demands and delay and the highly competitive bidding processes for these contracts could affect our ability to offer these products to our clients, or to offer them to our clients at rates that are competitive to other forms of advertising, without adversely affecting our financial results.
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Our financial performance may be adversely affected by many factors beyond our control.
Certain other factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins include but are not limited to:
Our inability to successfully adopt or our being late in adopting technological changes and innovations that offer more attractive advertising alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance;
Unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective;
Unfavorable fluctuations in operating costs, which we may be unwilling or unable to pass through to our customers; and
Unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.
Technology Risks
Regulations and consumer concerns regarding privacy and data protection, or any failure to comply with these regulations, could hinder our operations.
We obtain certain types of information from users of our technology platforms, including, without limitation, our websites, web pages, interactive features, social media pages and mobile applications (collectively, “Platforms”) in accordance with cookie regulation and our terms of use, with applicable Privacy Notices posted on each Platform. In addition, we obtain anonymous and aggregated audience behavior insights about consumers from vetted third-party data providers who are contractually obligated to ensure that any personal information collected is only from consenting consumers and is compliant with applicable laws. We also collect PII from our employees, users of our public bike services, our business partners and consumers who interact with our digital panels, including through QR codes and beacon technology, as set out in relevant Privacy Notices. We use and share this information from and about consumers, business partners and advertisers for a variety of business purposes.
We are subject to numerous federal, state and foreign laws and regulations relating to consumer protection, information security, data protection and privacy, among other things, including the GDPR (E.U.), effective as of May 2018, and the CCPA, which became effective in January 2020. Many of these laws are still evolving, new laws may be enacted, and any of these laws could be amended or interpreted by the courts or regulators in ways that could harm our business. For example, the state of California recently adopted the CPRA ballot initiative to expand and modify the CCPA, creating a broader set of consumer privacy rights and business obligations, which will go into full effect in 2023. Any efforts required to comply with these laws may entail substantial expenses, may divert resources from other initiatives and projects, and could limit the services we are able to offer. In addition, changes in consumer expectations and demands regarding privacy and data protection could restrict our ability to collect, use, disclose and derive economic value from demographic and other information related to our consumers, business partners and advertisers. Such restrictions could limit our ability to offer tailored advertising opportunities to our business partners and advertisers.
Any failure or perceived failure by us to comply with our policies or applicable regulatory requirements related to consumer protection, information security, data protection and privacy could result in a loss of confidence in us; damage to our brands; the loss of users of our services, consumers, business partners and advertisers; and proceedings against us by governmental authorities or others, which could hinder our operations and adversely affect our business.
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If our security measures are breached, we could lose valuable information, suffer disruptions to our business, and incur expenses and liabilities, including damages to our relationships with customers and business partners.
We regularly review and implement commercially reasonable organizational and technical security measures that are designed to protect against the loss, misuse and alteration of our websites, digital assets and proprietary business information, as well as PII of our employees, customers, consumers and business partners. Although we have implemented physical and electronic security measures, no security measures are perfect and impenetrable, and we may be unable to anticipate or prevent unauthorized access. A security breach could occur due to the actions of outside parties, employee error, malfeasance or a combination of these or other actions. If an actual or perceived breach of our security occurs, we could lose competitively-sensitive business information or suffer disruptions to our business operations, information processes or internal controls. In addition, the public perception of the effectiveness of our security measures or services could be harmed, and we could lose customers, consumers and business partners. In the event of a security breach, we could suffer financial exposure in connection with penalties, remediation efforts, investigations and legal proceedings, and changes in our security and system protection measures. Additionally, most states in the U.S. and most other countries have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their PII, and any failure on our part to comply with these laws may subject us to significant liabilities. We have experienced security breaches; however, to date, they have not had a material impact on our business, results of operations or financial condition.
Regulatory Risks
Government regulation of out-of-home advertising may restrict our out-of-home advertising operations.
U.S. federal, state and local regulations have a significant impact on the out-of-home advertising industry and our business. One of the seminal laws is the HBA, which regulates out-of-home advertising on controlled roads in the U.S. The HBA regulates the size and placement of billboards, requires the development of state standards, mandates state compliance programs, promotes the expeditious removal of illegal signs, and requires just compensation for takings on controlled roads. Construction, repair, maintenance, upgrade, lighting, height, size, spacing, placement and permitting of billboards are also regulated by federal, state and local governments, and, from time to time, states and municipalities have prohibited or significantly limited the construction of new out-of-home advertising structures. Due to such regulations, it has become increasingly difficult to develop new out-of-home advertising locations.
International regulation of the out-of-home advertising industry varies by municipality, region and country, but generally limits the size, placement, nature and density of out-of-home displays. Other regulations limit the subject matter, animation and language of out-of-home displays. Our failure to comply with these or any future regulations could have an adverse impact on the effectiveness of our displays or their attractiveness to clients as an advertising medium. As a result, we may experience a significant impact on our operations, revenue, international client base and overall financial condition.
As we have introduced, and intend to expand, the deployment of digital billboards that display digital advertising copy from various advertisers that changes several times per minute, we have encountered regulations that restrict or prohibit these types of digital displays. Since digital billboards have been developed and introduced relatively recently into the market on a large scale, existing regulations that currently do not apply to them by their terms could be revised or new regulations could be enacted to impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety. Any new restrictions on digital billboards could have a material adverse effect on both our existing inventory of digital billboards and our plans to expand our digital deployment.
From time to time, certain state and local governments and third parties have attempted to force the removal of our displays under various state and local laws, including zoning ordinances, permit enforcement and condemnation. Similar risks also arise in certain of our international jurisdictions.
There is a U.S. federal and state requirement that an owner remove any non-grandfathered, non-compliant signs along the controlled roads at the owner’s expense and without compensation, and in some instances we have had to remove billboards as a result of such reviews.
Certain zoning ordinances provide for amortization, which is the required removal of legal non-conforming billboards (billboards which conformed with applicable laws and regulations when built, but which do not conform to current laws and regulations) or the commercial advertising placed on such billboards after a period of years. Pursuant to this concept, the governmental body asserts that just compensation is earned by continued operation of the billboard over that period of time. Although amortization is prohibited along all controlled roads, amortization has been upheld along non-controlled roads in limited instances where permitted by state and local law.
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In the past, state governments have purchased and removed existing lawful billboards for beautification purposes using federal funding for transportation enhancement programs, and these jurisdictions may continue to do so in the future. Thus far, we have been able to obtain satisfactory compensation for, or relocation of, our billboards purchased or removed as a result of these types of governmental action, but there is no assurance that this will continue to be the case in the future.
    Additionally, from time to time third parties or local governments assert that we own or operate displays that either are not properly permitted or otherwise are not in strict compliance with applicable law. If we are increasingly unable to resolve such allegations or obtain acceptable arrangements in circumstances in which our displays are subject to removal, modification or amortization, or if there is an increase in such regulations or their enforcement, our operating results could suffer.
A number of state and local governments have implemented or initiated taxes, fees and registration requirements in an effort to decrease or restrict the number of outdoor signs and/or to raise revenue. From time to time, legislation also has been introduced in international jurisdictions attempting to impose taxes on revenue from out-of-home advertising, for the right to use out-of-home advertising assets or for the privilege of engaging in the out-of-home advertising business. Several jurisdictions have imposed such taxes as a percentage of our out-of-home advertising revenue generated in that jurisdiction or based on the size of the billboard and type of display technology. In addition, some jurisdictions have taxed our personal property and leasehold interests in advertising locations using various valuation methodologies. We expect U.S. and foreign jurisdictions to continue to try to impose such taxes as a way of increasing revenue. The increased imposition of these measures, and our inability to overcome any such measures, could adversely affect our operating income if we are unable to pass on the cost of these items to our customers.
Changes in laws and regulations affecting out-of-home advertising, or changes in the interpretation of those laws and regulations, at any level of government, including in the foreign jurisdictions in which we operate, could have a significant financial impact on us by requiring us to make significant expenditures to ensure compliance or otherwise limiting or restricting some of our operations.
Restrictions on out-of-home advertising of certain products may restrict the categories of clients that can advertise using our products.
Out-of-court settlements between the major U.S. tobacco companies and all 50 states, the District of Columbia, the Commonwealth of Puerto Rico and other U.S. territories include a ban on the out-of-home advertising of tobacco products. Other products and services may be targeted in the U.S. in the future, including alcohol products. Most E.U. countries, among other nations, also have banned outdoor advertisements for tobacco products and regulate alcohol advertising. Regulations vary across the countries in which we conduct business. For example, localized restrictions on the location of advertising for High Fat, Salt and Sugar foods have been implemented in the U.K. Any significant reduction in advertising of products due to content-related restrictions could cause a reduction in our direct revenues from such advertisements and an increase in available space on the existing inventory of billboards in the out-of-home advertising industry.
Environmental, health, safety and land use laws and regulations may limit or restrict some of our operations.
As the owner or operator of various real properties and facilities, we must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations, including those relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances; employee health and safety; and zoning restrictions. Historically, we have not incurred significant expenditures to comply with these laws. However, additional laws that may be passed in the future, or a finding of a violation of or liability under existing laws, could require us to make significant expenditures and otherwise limit or restrict some of our operations.
Strategic Risks
We face risks arising from our restructuring activities.
In September 2020, we committed to a restructuring plan for our international division to reduce headcount in Europe and Latin America, partly in response to the impact of the COVID-19 pandemic on our international business and the advertising industry in those regions generally, and we also committed to a separate plan to reduce headcount in our Americas segment. We also undertake other restructuring initiatives with the intention of reducing costs from time to time. The process of restructuring entails, among other activities, reducing the level of staff, realigning our business processes and reorganizing our management.
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Restructurings could adversely affect us. We may experience a decrease in employee morale and delays encountered in finalizing the scope of, and implementing, the restructurings, such as the delay we experienced for the Europe portion of our plan during the fourth quarter of 2020. These risks are further complicated in international jurisdictions, where different legal and regulatory requirements govern the extent and speed of our ability to reduce our workforce. In addition, we may be unable to meet our business objectives due to the effects of the restructuring, and we may fail to achieve the expected cost savings of our restructuring plans and initiatives.
Future dispositions, acquisitions and other strategic transactions could pose risks.
We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursue strategic dispositions of certain businesses, as well as acquisitions, and we may pursue other strategic transactions, including recapitalization or other corporate restructurings, including a real estate investment trust (“REIT”) conversion. These dispositions or acquisitions could be material. Such transactions involve numerous risks, including:
Our dispositions may negatively impact revenues from our national, regional and other sales networks or make it difficult to generate cash flows from operations sufficient to meet our anticipated cash requirements, including our debt service requirements;
Our acquisitions may prove unprofitable and fail to generate anticipated cash flows, and we may enter into markets and geographic areas where we have limited or no experience;
To successfully manage our large portfolio of out-of-home advertising and other businesses, we may need to recruit additional senior management as we cannot be assured that senior management of acquired businesses will continue to work for us, and we cannot be certain that our recruiting efforts will succeed;
We may need to expand corporate infrastructure to facilitate the integration of our operations with those of acquired businesses as failure to do so may cause us to lose the benefits of any expansion that we decide to undertake by leading to disruptions in our ongoing businesses or by distracting our management, and we may encounter difficulties in the integration of operations and systems; and
Our management’s attention may be diverted from other business concerns.
Dispositions and acquisitions of out-of-home advertising businesses may require antitrust review by U.S. federal antitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. We can give no assurances that the U.S. Department of Justice ("DOJ"), the Federal Trade Commission or foreign antitrust agencies will not seek to bar us from disposing of or acquiring out-of-home advertising businesses or impose stringent undertakings on our business as a condition to the completion of an acquisition in any market where we already have a significant position.
Litigation Risks
Third-party claims of intellectual property infringement, misappropriation or other violation against us could harm our business, operating results and financial condition.
Third parties have asserted, and may in the future assert, that we have infringed, misappropriated or otherwise violated their intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us will grow. Any lawsuits regarding intellectual property rights, regardless of their success, could be expensive to resolve and would divert the time and attention of our management and technical personnel. In the event that any third-party claims that we infringe their patents or that we are otherwise employing their proprietary technology without authorization and initiates litigation against us, even if we believe such claims are without merit, there is no assurance that a court would find in our favor on questions of infringement, validity, enforceability or priority. An adverse outcome of a dispute may damage our reputation, force us to adjust our business practices, require us to pay significant damages and/or take other actions that could have a material adverse effect on our business.
As a result of intellectual property infringement claims, or to avoid potential claims, we may choose or be required to seek licenses from third parties. These licenses may not be available on commercially reasonable terms, or at all. Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be nonexclusive, with the potential for our competitors to gain access to the same intellectual property. In addition, the rights that we secure under intellectual property licenses may not include rights to all of the intellectual property owned or controlled by the licensor, and the scope of the licenses granted to us may not include rights covering all of the products, services and technologies provided by us. The occurrence of any of the foregoing could harm our business, operating results and financial condition.
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Claims that our suppliers infringe on the intellectual property rights of others could cause disruptions in our supply chain.
Our suppliers have received, and in the future may receive, claims that they have infringed the intellectual property rights of others. Any such claim, with or without merit, could result in disruptions to our supply chain. If our suppliers are not successful in defending allegations of infringement, they could be required to redesign their product offerings and could be prevented from manufacturing the products supplied to us in a timely or cost-effective manner, if at all. A reduction or interruption in our suppliers’ production, an increase in our supply purchasing costs derived from reduced competition or otherwise, or an inability to secure alternative sources of supply on substantially the terms and conditions currently available to us, could have a material adverse effect on our business, results of operations, financial condition and cash flows.
International Business Risks
Doing business in foreign countries exposes us to certain risks not expected to occur when doing business in the U.S.
Doing business in foreign countries carries with it certain risks that are not found when doing business in the U.S. These risks could result in losses against which we are not insured. Examples of these risks include the potential instability of foreign governments, potential adverse changes in the diplomatic relations of foreign countries with the U.S., changes in laws or regulations or the interpretation or application of laws or regulations, new or increased tariffs or unfavorable changes in trade policy, government policies against businesses owned by foreigners, risks of renegotiation or modification of existing agreements with governmental authorities, difficulties collecting receivables and otherwise enforcing contracts with governmental agencies and others in some foreign legal systems, investment restrictions or requirements, expropriations of property without adequate compensation, withholding and other taxes on remittances and other payments by subsidiaries, changes in tax structure and level, and the adverse effect of foreign exchange controls.
Our International operations involve contracts with, and regulation by, foreign governments. We operate in many parts of the world that experience corruption to some degree. Although we have policies and procedures in place that are designed to promote legal and regulatory compliance (including with respect to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act), our employees, subcontractors and agents could take actions that violate applicable anti-corruption laws or regulations. Two former employees of Clear Media, a former indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed on the Hong Kong Stock Exchange, have been convicted in China of certain crimes, including the crime of misappropriation of funds, and sentenced to imprisonment. For a description of this matter, refer to Note 7 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K. Violations of these laws, or allegations of such violations, could have a material adverse effect on our business, financial position and results of operations.
We are exposed to foreign currency exchange risks because a large portion of our revenue and cash flows is received in foreign currencies and translated to U.S. dollars for reporting purposes.
We generate a large portion of our revenue in currencies other than U.S. dollars. Additionally, a large portion of our cash flows are generated in foreign currencies and translated to U.S. dollars for reporting purposes, and certain of the indebtedness held by our international subsidiaries is denominated in U.S. dollars. Therefore, exchange rate fluctuations in any currency from a country in which we operate could have an adverse effect on our profitability, and significant changes in the value of such foreign currencies relative to the U.S. dollar could have a material adverse effect on our financial condition and our ability to meet interest and principal payments on our indebtedness.
Changes in economic or political conditions in any of the foreign countries in which we operate could result in exchange rate movement, new currency or exchange controls, or other currency restrictions being imposed. Given the volatility of exchange rates, we cannot assure you that we will be able to effectively manage our currency transaction and/or translation risks. It is possible that volatility in currency exchange rates will have a material adverse effect on our financial condition or results of operations. We expect to experience economic losses and gains and negative and positive impacts on our operating income as a result of foreign currency exchange rate fluctuations.
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Effects of Brexit could adversely impact our business, operating results, cash flows and financial condition.
    On June 23, 2016, the U.K. held a referendum in which voters approved an exit of the U.K. from the E.U., commonly referred to as "Brexit," and on January 31, 2020, the U.K. formally withdrew from the E.U., entering into a transition period until December 31, 2020 during which the U.K.'s trading relationship with the E.U. remained the same while the two sides negotiated a free trade deal and other aspects of the U.K.'s future relationship with the E.U. A new trade deal was agreed upon between the U.K. and E.U. prior to the expiration of that transition period. Under this deal, which became effective on January 1, 2021, companies can still buy and sell goods across E.U. and U.K. borders without paying taxes; however, there are new checks and paperwork requirements, which could cause some delays and disruptions. Additionally, if in the future the U.K. or E.U. changes its rules, this could trigger a dispute which could ultimately lead to tariffs being imposed on some goods in the future. While the trade deal has delivered some clarity, its overall impact remains uncertain. Our International operations are currently headquartered in the U.K., and we transact business in many key European markets, including the U.K. The uncertainty around the impact of the trade deal on the economies of the U.K., the E.U. or other countries may cause our customers to closely monitor their costs and reduce the amount they spend on advertising. Any of these or similar effects of Brexit could adversely impact our business, operating results, cash flows and financial condition.
Risks Related to Ownership of our Common Stock
Our stock price may be volatile or may decline regardless of our operating performance.
The market price for our common stock may be volatile. You may not be able to resell your shares at or above the price you paid for them due to fluctuations in the market price of our common stock, which may be caused by a number of factors, many of which we cannot control, including those previously described and the following:
Our limited history operating as an independent public company;
Our quarterly or annual earnings reports or those of other companies in our industry;
Investors' perceptions of our prospects;
Changes in financial estimates by any securities analysts who follow our common stock, our failure to meet these estimates, or failure of those analysts to initiate or maintain coverage of our common stock;
Downgrades by any securities analysts who follow our common stock;
Market conditions or trends in our industry or the economy as a whole and, in particular, the advertising industry;
Changes in accounting standards, policies, guidance, interpretations, or principles;
Announcements by us of significant contracts, acquisitions, joint ventures or capital commitments;
Changes in key personnel; and
Future sales of our common stock by our officers, directors and significant stockholders.
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs, and our resources and the attention of management could be diverted from our business.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who covers us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.
Future sales of our common stock in the public market, or the perception that such sales may occur, could lower our stock price, and any additional capital raised by us through the sale of our common stock or the issuance of equity awards by us may dilute your ownership percentage.
Sales of substantial amounts of our common stock in the public market by our stockholders, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares.
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Any additional capital raised by us through the sale of our common stock may also dilute your ownership in us. In the future, we may also issue our common stock in connection with acquisitions or investments. We cannot predict the size of any such future issuances, but the amount of shares of our common stock issued in connection with an acquisition or investment could constitute a material portion of the then-outstanding shares of our common stock.
We may not be able to remain in compliance with the continued listing requirements of the New York Stock Exchange (“NYSE”), and if the NYSE delists our common stock, it would have an adverse impact on the trading, liquidity and market price of our common stock.
On August 4, 2020, we received written notification from the New York Stock Exchange (the “NYSE”) that we were not in compliance with an NYSE continued listing standard in Rule 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock fell below $1.00 over a period of 30 consecutive trading days.
On September 1, 2020, the NYSE notified us that we had regained compliance with the NYSE’s continued listing standards after the average closing price of our common stock for the 30-trading days ended August 31, 2020 was above the NYSE’s minimum requirement of $1.00 per share based on a 30-trading day average. However, we cannot assure you that the price of our common stock will continue to remain in compliance with this standard or that we will remain in compliance with any of the other applicable continued listing standards of the NYSE. The price of our common stock may be adversely affected due to, among other things, our financial results, market conditions and the impacts of the COVID-19 pandemic.
Any future failure to remain in compliance with the NYSE's continued listing standards, and any subsequent failure to timely resume compliance with the NYSE's continued listing standards within the applicable cure period, could have adverse consequences including, among others, reducing the number of investors willing to hold or acquire our common stock, reducing the liquidity and market price of our common stock, adverse publicity and a reduced interest in us from investors, analysts and other market participants. In addition, a suspension or delisting could impair our ability to raise additional capital through the public markets and our ability to attract and retain employees by means of equity compensation.
We currently do not pay regularly-scheduled dividends on our common stock.
Although we have paid certain special dividends in the past, we do not pay regularly-scheduled dividends and, should we seek to do so in the future, we are subject to restrictions on our ability to pay dividends by the indentures governing our outstanding debt. If we elect not to pay dividends in the future or are prevented from doing so, the price of our common stock must appreciate in order for you to realize a gain on your investment. This appreciation may not occur.
Delaware law and certain provisions in our certificate of incorporation may prevent efforts by our stockholders to change the direction or management of our company.
Our certificate of incorporation and our bylaws contain provisions that may make the acquisition of our company more difficult without the approval of our board of directors, including, but not limited to, the following:
For the first three years following the Separation, our board of directors will be divided into three equal classes, with members of each class elected in different years for different terms, making it impossible for stockholders to change the composition of our entire board of directors in any given year;
Action by stockholders may only be taken at an annual or special meeting duly called by or at the direction of a majority of our board of directors;
Advance notice for all stockholder proposals is required;
Except as otherwise provided by a certificate of designations, any director or the entire board of directors may be removed from office as provided by Section 141(k) of the Delaware General Corporation Law (the "DGCL"); and
Except as required by law, for the first three years following the Separation, any amendment, alteration, rescission or repeal of our certificate of incorporation requires the affirmative vote of at least 66 2/3% of the total voting power of all outstanding shares of capital stock entitled to vote thereon, voting together as a single class.
These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by our board of directors, including actions to delay or impede a merger, tender offer or proxy contest involving our company. The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction.
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Our certificate of incorporation designates the Court of Chancery of the State of Delaware, subject to certain exceptions, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our certificate of incorporation provides that the Court of Chancery of the State of Delaware, subject to certain exceptions, is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws; or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
Risks Related to Our Indebtedness
Because we derive all of our operating income from our subsidiaries, our ability to repay our debt depends upon the performance of our subsidiaries and their ability to dividend or distribute funds to us.
    We derive all of our operating income from our subsidiaries. As a result, our cash flow and the ability to service our indebtedness depend on the performance of our subsidiaries and the ability of those entities to distribute funds to us. We cannot assure you that our subsidiaries will be able to, or be permitted to, pay to us the amounts necessary to service our debt.
Covenants in our debt indentures and credit agreements restrict our ability to pursue our business strategies.
Our material financing agreements contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests. These agreements include covenants restricting, among other things, our ability and the ability of our restricted subsidiaries to:
Incur or guarantee additional debt or issue certain preferred stock;
Pay dividends, redeem or purchase capital stock or make other restricted payments;
Redeem, repurchase or retire our subordinated debt;
Make certain investments;
Create liens on our assets or on our restricted subsidiaries' assets to secure debt;
Create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries that are not guarantors of the notes;
Enter into transactions with affiliates;
Merge or consolidate with another company, or sell or otherwise dispose of all or substantially all of our assets;
Sell certain assets, including capital stock of our subsidiaries;
Alter the business that we conduct; and
Designate our subsidiaries as unrestricted subsidiaries.
These restrictions could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, these restrictions could adversely affect our ability to finance our operations, make strategic acquisitions, investments or alliances, restructure our organization or finance our capital needs. In addition, under our Revolving Credit Facility, the suspension of the springing financial covenant will expire after the fiscal quarter ending June 30, 2021, and we will be required to comply with a first lien net leverage ratio covenant starting with the reporting periods ending on and after September 30, 2021 if the balance of the Revolving Credit Facility is greater than $0 and undrawn letters of credit exceed $10 million at that time. Our ability to comply with these covenants and restrictions may be affected by events beyond our control. These include prevailing economic, financial and industry conditions. If we breach any of these covenants or restrictions, we could be in default under the agreements governing our indebtedness and, as a result, we could be forced into bankruptcy.
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Despite current indebtedness levels, we and our subsidiaries may still be able to incur more debt, and this could exacerbate the risks associated with our leverage.
Although our debt indentures and credit agreements contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and we and our subsidiaries could incur additional indebtedness in the future. For example, if permitted by the documents governing their indebtedness, our subsidiaries that are not guarantors, which include all of our foreign subsidiaries, may be able to incur more indebtedness under the indenture than our subsidiaries that are guarantors. Moreover, our debt indentures and credit agreements do not impose any limitation on our incurrence of liabilities that are not considered “indebtedness” and do not impose any limitation on liabilities incurred by our immaterial subsidiaries or our subsidiaries that might be designated as “unrestricted subsidiaries.” As of the date of this Annual Report on Form 10-K, we had no “unrestricted subsidiaries.” If we incur additional debt above current levels, the risks associated with our substantial leverage would increase.
Downgrades in our credit ratings may adversely affect our borrowing costs, limit our financing options, reduce our flexibility under future financings and adversely affect our liquidity or business operations.
Our corporate credit ratings are speculative-grade. Our corporate credit ratings and ratings outlook are subject to review by rating agencies from time to time and, on various occasions, have been downgraded. In the future, our corporate credit rating and rating outlook could be further downgraded. Any further reductions in our credit ratings could increase our borrowing costs, reduce the availability of financing to us or increase the cost of doing business or otherwise negatively impact our business operations.
Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the market value of our current or future debt obligations.
The London Inter-bank Offered Rate (“LIBOR”) and certain other interest “benchmarks” may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop encouraging or requiring banks to submit LIBOR rates after 2021, and it is unclear if LIBOR will cease to exist or if new methods of calculating LIBOR will evolve. If LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, interest rates on our debt obligations may be adversely affected.
Risks Related to Our Separation from iHeartCommunications
Our historical financial information is not necessarily representative of the results we would have achieved as an independent public company and may not be a reliable indicator of our future results.
The historical financial information included in this Annual Report on Form 10-K for periods prior to 2020 does not necessarily reflect the results of operations and financial position we would have achieved as an independent public company not controlled by iHeartMedia during the periods presented, or those that we will achieve in the future. Prior to the Separation, we operated as part of iHeartMedia’s broader corporate organization, and subsidiaries of iHeartMedia performed various corporate functions for us, including executive oversight, accounting, treasury, tax, legal, human resources, occupancy, procurement, information technology and other shared services. Additionally, we are also now solely responsible for the additional costs associated with being an independent publicly-traded company, including costs related to corporate governance, investor and public relations, and public reporting. Our historical financial information reflects allocations of corporate expenses from iHeartMedia for these and similar functions, but these allocations may not reflect the costs incurred for similar services as an independent publicly-traded company. Additionally, our historical financial information for periods prior to 2020 does not reflect the subsequent changes in our organizational structure as part of the Separation, including changes to our capital structure, tax structure and new personnel needs. Therefore, our historical financial statements may not be indicative of our future performance as an independent publicly-traded company, and we cannot assure you that our operating results will continue at a similar level.
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In connection with the Separation, iHeartMedia agreed to indemnify us and we agreed to indemnify iHeartMedia for certain liabilities. There can be no assurance that the indemnities from iHeartMedia will be sufficient to insure us against the full amount of such liabilities.
Pursuant to agreements that we entered into with iHeartMedia in connection with the Separation, iHeartMedia agreed to indemnify us for certain liabilities, including certain tax matters, and we agreed to indemnify iHeartMedia and its subsidiaries for certain liabilities, including certain tax matters. For example, we will indemnify iHeartMedia and its subsidiaries for liabilities arising from or accruing prior to the closing date of the Separation to the extent such liabilities related our business, assets and liabilities, as well as liabilities relating to a breach of the Settlement and Separation Agreement governing the terms of the Separation. However, third parties might seek to hold us responsible for liabilities that iHeartMedia agreed to retain, and there can be no assurance that iHeartMedia will be able to fully satisfy its indemnification obligations under these agreements. In addition, indemnities that we may be required to provide to iHeartMedia and its subsidiaries could be significant and could adversely affect our business.
General Risks
We are dependent upon the performance of our senior management team and other key individuals.
Our business is dependent upon the performance of our senior management team and other key individuals. Competition for these individuals is intense, and many of our key employees are at-will employees who are under no obligation to remain with us and may decide to leave for a variety of personal or other reasons beyond our control. If members of our senior management or key individuals decide to leave in the future, or if we are not successful in attracting, motivating and retaining other key employees, our business could be adversely affected.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
    This report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, our restructuring plans, our ability to comply with the covenants in the agreements governing our indebtedness, and the availability of capital and the terms thereof. Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which provides a safe harbor for forward-looking statements made by us or on our behalf. We caution that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables that could impact our future performance. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. We do not intend, nor do we undertake any duty, to update any forward-looking statements.
A wide range of factors could materially affect future developments and performance, including but not limited to:
the impact of the COVID-19 pandemic on our operations and on general economic conditions;
risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising;
our ability to service our debt obligations and to fund our operations and capital expenditures;
the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings;
industry conditions, including competition;
our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords;
technological changes and innovations;
shifts in population and other demographics;
fluctuations in operating costs;
changes in labor conditions and management;
regulations and consumer concerns regarding privacy and data protection;
a breach of our information security measures;
legislative or regulatory requirements;
restrictions on out-of-home advertising of certain products;
our ability to execute restructuring plans;
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the impact of future dispositions, acquisitions and other strategic transactions;
third-party claims of intellectual property infringement, misappropriation or other violation against us or our suppliers;
risks of doing business in foreign countries;
fluctuations in exchange rates and currency values;
effects of Brexit on our business;
volatility of our stock price;
the effect of analyst or credit ratings downgrades;
our ability to continue to comply with the applicable listing standards of the NYSE;
the ability of our subsidiaries to dividend or distribute funds to us in order for us to repay our debts;
the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business;
uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR;
the risk that our historical financial information is not necessarily representative of the results we would have achieved as an independent public company and may not be a reliable indicator of future results;
the risk that indemnities from iHeartMedia will not be sufficient to insure us against the full amount of certain liabilities;
our dependence on our management team and other key individuals; and
certain other factors set forth in our other filings with the SEC.
This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
ITEM 1B.  UNRESOLVED STAFF COMMENTS
None.
ITEM 2.  PROPERTIES
Our corporate headquarters is located in San Antonio, Texas, where we lease space for executive offices and a business services center. We also have executive offices in New York City and in London.
Our operations are located primarily in the U.S. for our Americas segment, where we are present in 42 out of the top 50 U.S. markets; primarily in Europe for our Europe segment, where our portfolio spans 17 countries (16 European countries plus Singapore) and is focused on densely populated metropolitan areas in major cities; and in four countries across Latin America. The types of properties required to support each of our out-of-home advertising branches include offices and production facilities, generally located in an industrial or warehouse district, as well as structure sites.
Our Americas display inventory consists primarily of billboards, transit displays, street furniture, and spectaculars and wallscapes, and our Europe display inventory consists primarily of street furniture displays, billboards, transit displays and retail displays. As of December 31, 2020, we had approximately 71,000 advertising displays in the Americas, including more than 2,000 digital displays, and approximately 430,000 advertising displays in Europe, including more than 16,000 digital displays. We also had approximately 5,500 advertising displays in Latin America, including more than 700 digital displays. We typically own the physical structures on which our clients’ advertising copy is displayed, and we primarily lease our out-of-home display sites and own or have acquired permanent easements for relatively few parcels of real property that serve as the sites for our out-of-home displays. Our site lease terms may range from month-to-month to year-to-year and can be for terms of ten years or longer, and many provide for renewal options. There is no significant concentration of displays under any one lease or subject to negotiation with any one landlord. We believe that an important part of our management activity is to negotiate suitable lease renewals and extensions.
No one property is material to our overall operations. We believe that our properties are in good condition and suitable for our operations. For additional information regarding our properties, refer to Item 1 of Part I of this Annual Report on Form 10-K (“Business”).
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ITEM 3.  LEGAL PROCEEDINGS
For information regarding our material pending legal proceedings, refer to Note 7 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K.
ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following information with respect to our executive officers is presented as of February 25, 2021:
Name  Age  Title
C. William Eccleshare  65  Chief Executive Officer-Worldwide and President
Brian D. Coleman  55  Chief Financial Officer
Scott R. Wells  52  Executive Vice President and Chief Executive Officer of the Americas Division
Lynn A. Feldman  52  Executive Vice President, General Counsel and Secretary
Jason A. Dilger  47  Chief Accounting Officer
C. William Eccleshare was appointed as our Chief Executive Officer on May 1, 2019 in connection with the Separation. Prior to that time, Mr. Eccleshare served as the Chief Executive Officer-Clear Channel International at iHeartMedia and Clear Channel Outdoor Holdings, Inc. (prior to the Separation, “CCOH”) and was appointed to this position on March 2, 2015. Prior to such time, he served as Chief Executive Officer-Outdoor of iHeartMedia and CCOH since January 24, 2012. Prior to such time, he served as Chief Executive Officer-Clear Channel Outdoor-International of iHeartMedia since February 17, 2011 and as Chief Executive Officer-International of CCOH since September 1, 2009. Previously, he was Chairman and CEO of BBDO EMEA from 2005 to 2009. Prior thereto, he was Chairman and CEO of Young & Rubicam EMEA since 2002. Mr. Eccleshare has an M.A. in History from Trinity College, University of Cambridge. Mr. Eccleshare was selected to serve as a director because of his extensive experience in the out-of-home advertising business gained through the course of his career.
Brian D. Coleman was appointed as our Chief Financial Officer on May 1, 2019 in connection with the Separation. Prior to that time, Mr. Coleman served as the Senior Vice President and Treasurer for iHeartMedia and CCOH and was appointed to these positions in December 1998. Previously, Mr. Coleman served as a Project Manager in the Corporate Finance department at Central and South West Corporation, a multi-state utility holding company, from 1995 to 1998. Prior to that role, Mr. Coleman held various financial positions at Bank of America, Sumitomo Banking Corporation and National Australia Bank. Mr. Coleman received a BBA in Finance from the University of Texas at Austin.
Scott R. Wells is the Chief Executive Officer of Clear Channel Outdoor Americas and was appointed to this position on March 3, 2015. Previously, Mr. Wells served as an Operating Partner at Bain Capital since January 2011 and prior to that served as an Executive Vice President at Bain Capital since 2007. Mr. Wells also was one of the leaders of the firm’s operationally focused Portfolio Group. Prior to joining Bain Capital, he held several executive roles at Dell, Inc. (“Dell”) from 2004 to 2007, most recently as Vice President of Public Marketing and On-Line in the Americas. Prior to joining Dell, Mr. Wells was a Partner at Bain & Company, where he focused primarily on technology and consumer-oriented companies. Mr. Wells was a member of our Board from August 2008 until March 2015. He currently serves as a director of Ad Council, the Achievement Network (ANet) and the Outdoor Advertising Association of America (OAAA). He has an MBA, with distinction, from the Wharton School of the University of Pennsylvania and a B.S. from Virginia Tech.
Lynn A. Feldman was appointed as our Executive Vice President, General Counsel and Secretary on May 1, 2019 in connection with the Separation. Prior to such time, Ms. Feldman served as the Executive Vice President and General Counsel for Clear Channel Outdoor Americas and was appointed to such position in July 2016. Previously, Ms. Feldman served as the Executive Vice President and General Counsel of Wyndham Hotel Group, a division of Wyndham Worldwide Corporation, from 2009 to 2015. Prior to that role, Ms. Feldman served as the Senior Vice President, Deputy General Counsel and public company Corporate Secretary for the parent company, Wyndham Worldwide. Prior thereto, Ms. Feldman served in various corporate roles within Cendant Corporation and as a Corporate Associate at Lowenstein Sandler. Ms. Feldman received a J.D. from Georgetown University Law Center in Washington, D.C. and a B.A. from Boston College.
Jason A. Dilger was appointed as Chief Accounting Officer of the Company on May 1, 2019 in connection with the Separation. Mr. Dilger previously served as Senior Vice President-Accounting for Clear Channel Outdoor Americas since August 2011. Prior to that role, Mr. Dilger served as Corporate Controller of Sinclair Broadcast Group from 2006 to 2011. Prior thereto, Mr. Dilger served in various accounting and finance roles at Municipal Mortgage & Equity from 2004 to 2006. Mr. Dilger began his career in public accounting with nearly a decade of experience at Arthur Andersen and Ernst & Young. Mr. Dilger earned his B.S. in Accounting from the University of Delaware.
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PART II
ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information & Stockholders
Shares of our common stock trade on the NYSE under the symbol “CCO.” As of February 22, 2021, there were 467,863,016 shares of our common stock outstanding (excluding 1,364,443 shares held in treasury) and 235 stockholders of record. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held by brokerage firms and clearing agencies.
Dividends
We currently have no intention to pay dividends on our common stock at any time in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The following table sets forth our purchases of shares of our common made during the quarter ended December 31, 2020:
Period
Total Number of Shares
Purchased(1)
Average Price Paid per Share(1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 through October 31— — — 
November 1 through November 30— — — 
December 1 through December 3145,989 $1.65 — — 
Total45,989 $1.65 — — 
(1)The shares indicated consist of shares of our common stock tendered to us by employees during the three months ended December 31, 2020 to satisfy the employees’ tax withholding obligations in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.
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Stock Performance Graph
The following chart provides a comparison of the cumulative total returns, adjusted for any stock splits and dividends, for our common stock, the stock of peer issuers ("Outdoor Index") and the S&P 500 Composite Index from December 31, 2015 through December 31, 2020.
The calculation of cumulative total returns for the Company is calculated based on the share price of the common stock traded under the symbol, "CCO."
The Outdoor Index, which provides a peer comparison for our Outdoor business, consists of Lamar Advertising Company and Outfront Media, Inc., which both operate as REITs.

Indexed Yearly Stock Price Close
(Price Adjusted for Stock Splits and Dividends)
cco-20201231_g2.jpg
Source: Bloomberg
ITEM 6.  RESERVED
ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with the audited consolidated financial statements and related notes contained in Item 8 of this Annual Report on Form 10-K. All references in this Annual Report on Form 10-K to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries. 
The MD&A is organized as follows:
Overview – Discussion of the nature, key developments and trends of our business in order to provide context for the remainder of the MD&A.
Results of Operations – An analysis of our financial results of operations at the consolidated and segment levels.
Liquidity and Capital Resources – Discussion of our cash flows, anticipated cash requirements and financial condition, sources and uses of capital and liquidity, and guarantor subsidiaries.
Critical Accounting Estimates – Discussion of accounting estimates that we believe are most important to understanding the assumptions and judgments incorporated in our consolidated financial statements.
This discussion contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially from those contained in any forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements” contained in Item 1A. Risk Factors within this Annual Report on Form 10-K.
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OVERVIEW
Relationship with and Separation from iHeartCommunications
Prior to May 1, 2019, we were indirectly owned by iHeartCommunications and its parent company, iHeartMedia, through Clear Channel Holdings, Inc. (“CCH”), a wholly-owned subsidiary of iHeartCommunications. As of December 31, 2018, CCH, directly and indirectly through its subsidiaries, collectively represented approximately 89.1% of the outstanding shares of our common stock and nearly 100% of the total voting power.
On March 14, 2018, iHeartMedia and certain of its subsidiaries, including iHeartCommunications and CCH, (collectively, the “Debtors”) filed voluntary petitions for relief (the “iHeart Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code. (CCOH and its subsidiaries did not file petitions for relief and were not Debtors in the iHeart Chapter 11 Cases.)
The Debtors emerged from Chapter 11 bankruptcy on May 1, 2019 (the “Effective Date”), and, pursuant to the iHeartMedia Plan of Reorganization, CCH, CCOH and its subsidiaries (collectively, the “Outdoor Group”) were separated from, and ceased to be controlled by, iHeartMedia and iHeartCommunications (collectively, with its subsidiaries, the “iHeart Group”) through a series of transactions (the “Separation”). CCOH merged with and into CCH (the “Merger”), with CCH surviving the Merger, becoming the successor to CCOH and changing its name to Clear Channel Outdoor Holdings, Inc.
In connection with the Settlement and Separation Agreement (the “Separation Agreement”), several agreements that governed our relationship with iHeartCommunications (the “Intercompany Agreements”), including agreements related to corporate services, employees and taxes, were terminated, and we entered into a transition services agreement (the “Transition Services Agreement”) with the iHeart Group, which ended on August 31, 2020. In addition, certain intercompany notes and accounts among the Outdoor Group and the iHeart Group were settled, terminated and canceled, including the Due from iHeartCommunications Note and the post-petition intercompany balance outstanding. We also received the Clear Channel tradename and other trademarks, as well as title and interest in the Outdoor assets as specified in the Separation Agreement.
In total, we received a net payment of $115.8 million from iHeartCommunications pursuant to the Separation Agreement. Refer to Notes 1 and 12 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K for more details.
Format of Presentation
Prior to the Separation, the historical financial statements of the Company consisted of the carve-out financial statements of the Outdoor Business of CCH and its subsidiaries and excluded the portion of the radio businesses that had historically been owned by CCH and reported as part of iHeartMedia’s iHM segment. CCH, which was a holding company prior to the Separation, had no independent assets or operations. Upon the Separation and the transactions related thereto, the Company’s only assets, liabilities and operations were those of the Outdoor Business.
Certain prior period amounts included herein have been reclassified to conform to the 2020 presentation.
Description of Our Business
Our revenue is derived from selling advertising space on the displays we own or operate in key markets worldwide, consisting primarily of billboards, street furniture and transit displays. Our advertising contracts with clients typically outline the number of displays reserved, the duration of the advertising campaign and the unit price per display.
We changed our presentation of segment information during the first quarter of 2020 to reflect changes in the way the business is managed and resources are allocated by the Company’s Chief Operating Decision Maker (“CODM”). Effective January 1, 2020, there are two reportable business segments: Americas, which includes operations primarily in the U.S., and Europe, which consists of operations in Europe and Singapore. Our remaining operating segments, China (before its sale, as described under “Executive Summary” below) and Latin America, do not meet the quantitative thresholds to qualify as reportable segments and are disclosed as “Other.” We have conformed the segment disclosures for prior periods in this MD&A and throughout this Annual Report on Form 10-K to the 2020 presentation. Refer to Note 3 to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional details regarding our segments.
We own the majority of our advertising displays, which typically are located on sites that we either lease or own or for which we have acquired permanent easements. The significant expenses associated with our operations include site lease expenses, as well as direct production, maintenance and installation expenses.
Our site lease expenses include lease payments for use of the land under our displays, as well as any revenue-sharing arrangements or minimum guaranteed amounts payable under our billboard, street furniture and transit display contracts. The terms of our site leases and revenue-sharing or minimum guaranteed contracts generally range from 1 to 20 years.
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Our direct production, maintenance and installation expenses include costs for printing, transporting and changing the advertising copy on our displays; related labor costs; vinyl costs, which vary according to the complexity of the advertising copy and the quantity of displays; electricity costs and costs of cleaning and maintaining our displays.
COVID-19 Update
In March 2020, the COVID-19 outbreak was characterized as a pandemic by the World Health Organization. The pandemic is still ongoing as of the filing date of this Annual Report on Form 10-K.
COVID-19 initially caused unprecedented worldwide lock-downs, significant travel and transportation restrictions in airports and transit systems, a significant reduction in time spent out-of-home by consumers, reductions in consumer spending and volatile economic conditions and business disruptions across the globe. Starting in March, we observed a significant decrease in out-of-home audience metrics indicating a reduction in consumer advertising display engagement, a sharp decline in customer bookings, an unprecedented level of requests to defer, revise or cancel sales contracts as customers sought to conserve cash, and customers forced to close their businesses temporarily or permanently.
As lock-downs and restrictions lifted, the negative impacts of COVID-19 began to lessen during the last weeks of the second quarter, and we saw an increase in mobility, traffic and other out-of-home metrics, including from our own RADAR data movement platform. During the third quarter, out-of-home metrics, travel patterns, consumer behavior and economic activity improved to varying degrees across our global platform. During the fourth quarter, the resurgence of COVID-19 cases, particularly in Europe, increased mobility restrictions, causing the positive momentum experienced during the third quarter to slow down. Our fourth quarter revenues remained significantly below historic norms in all our segments.
For the first quarter of 2021, we expect Americas segment revenue to be down high 20 percentage points against prior year, with our roadside business performing significantly ahead of our transit business. The recent mobility restrictions in European countries, particularly in France and the U.K., have created significant volatility in our Europe segment booking activity. As a result, for the first quarter of 2021, we expect Europe segment revenue to be down mid 30 percentage points against prior year. Both our Americas and Europe segments are experiencing customer advertising buying decisions later in the buying cycle, which can delay bookings and may cause performance to vary from our current expectations. Latin America bookings continue to be severely constrained.
The duration and severity of COVID-19's impacts continue to evolve and remain unknown. Since the onset of the pandemic, we have taken various measures to increase our liquidity and preserve and strengthen our financial flexibility, including aggressive operating cost and capital expenditure savings initiatives, a restructuring plan to reduce headcount and other targeted liquidity measures, as further described under “Liquidity and Capital Resources” below.
We continue to consider other cost savings initiatives in order to better align our operating expense base with revenues and to provide additional financial flexibility as circumstances warrant. However, the extent to which COVID-19 will ultimately impact our results will depend on future developments, which are highly uncertain, and the curtailed customer demand we have experienced and are continuing to experience could materially adversely impact our business, results of operations and overall financial performance in future periods. See “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K for further discussion of the possible impact of the COVID-19 pandemic on our business.
Executive Summary
The key developments that impacted our business during the year ended December 31, 2020 are summarized below:
Consolidated revenue decreased 30.9% during the year ended December 31, 2020, as compared to 2019. Excluding the impact from movements in foreign exchange rates, consolidated revenue decreased 31.4%. This decrease was primarily driven by COVID-19 and its extensive impact on the global advertising market, which severely reduced our performance in both Americas and Europe in 2020.
On April 28, 2020, we sold our stake in Clear Media, our former indirect, non-wholly owned subsidiary based in China, for $253.1 million. In October 2020, we paid $23.3 million of withholding taxes to the Chinese taxing authorities related to our $75.2 million gain on the sale.
In May 2020, CCIBV, our indirect wholly-owned subsidiary, issued a promissory note, which was transferred to the holder of our mandatorily-redeemable preferred stock (“Preferred Stock”) in exchange for the Preferred Stock, which remains outstanding and held by one of our subsidiaries and is eliminated in consolidation. This promissory note was repaid in full in August 2020.
In August 2020, CCIBV issued $375 million aggregate principal amount of 6.625% Senior Secured Notes due 2025 (the “CCIBV Senior Secured Notes”).
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We have taken a number of additional liquidity measures in 2020, including making a cautionary draw of $150 million under our Revolving Credit Facility, of which $20.0 million was repaid during the fourth quarter, and amending our senior credit agreement to suspend the springing financial covenant of the Revolving Credit Facility through June 2021 and delay the timing of the financial covenant step-down until March 31, 2022.
We recognized reductions of rent expense on lease and non-lease contracts due to negotiated rent abatements of $77.7 million. We also received European governmental support and wage subsidies in response to COVID-19 of $15.6 million, which have been recorded as reductions in compensation and rent costs.
In September 2020, we committed to a restructuring plan to reduce headcount in Europe and Latin America. We expect to substantially complete this plan by the first half of 2022, but we are unable to estimate the anticipated cost savings with certainty at this time. Also, during the third quarter, we began a similar restructuring plan in our Americas segment, with expected annualized pre-tax cost savings of approximately $7 million. In conjunction with these plans, we expect an additional annualized pre-tax cost savings of approximately $5 million in our Corporate operations. We incurred a combined $14.6 million in restructuring costs pursuant to these plans as of December 31, 2020. Refer to Item 1 of this Annual Report on Form 10-K for additional details related to these restructuring plans.
RESULTS OF OPERATIONS
The discussion of our results of operations is presented on both a consolidated and segment basis. In connection with our change in reportable segments, beginning in 2020, our operating segment profit measure is Segment Adjusted EBITDA, which is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs, which are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs. The material components of Segment Adjusted EBITDA are discussed below by segment for all periods presented. Corporate expenses, depreciation and amortization, impairment charges, other operating income and expense, all non-operating income and expenses, and income taxes are managed on a total company basis and are, therefore, included only in our discussion of consolidated results.
    Revenue and expenses “excluding the impact of movements in foreign exchange rates” in this MD&A are presented because management believes that viewing certain financial results without the impact of fluctuations in foreign currency rates facilitates period-to-period comparisons of business performance and provides useful information to investors. Revenue and expenses “excluding the impact of movements in foreign exchange rates” are calculated by converting the current period’s revenue and expenses in local currency to U.S. dollars using average foreign exchange rates for the prior year.
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2020 Compared to 2019
Consolidated Results of Operations
The comparison of our historical results of operations for the year ended December 31, 2020 to the year ended December 31, 2019 is as follows:
(In thousands)Years Ended
December 31,
%
 20202019Change
Revenue$1,854,608 $2,683,810 (30.9)%
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)1,201,208 1,452,177 (17.3)%
Selling, general and administrative expenses (excludes depreciation and amortization)442,310 520,928 (15.1)%
Corporate expenses (excludes depreciation and amortization)137,297 144,341 (4.9)%
Depreciation and amortization269,421 309,324 (12.9)%
Impairment charges150,400 5,300 
Other operating income, net53,614 1,162 
Operating income (loss)(292,414)252,902 (215.6)%
Interest expense, net360,259 419,518  
Loss on extinguishment of debt(5,389)(101,745)
Loss on Due from iHeartCommunications— (5,778)
Other expense, net(170)(15,384) 
Loss before income taxes(658,232)(289,523) 
Income tax benefit (expense)58,006 (72,254)
Consolidated net loss(600,226)(361,777) 
Less amount attributable to noncontrolling interest(17,487)1,527 
Net loss attributable to the Company$(582,739)$(363,304) 
Consolidated Revenue
Consolidated revenue decreased $829.2 million, or 30.9%, during 2020 compared to 2019. Excluding the $12.4 million impact of movements in foreign exchange rates, consolidated revenue decreased $841.6 million, or 31.4%, primarily due to the significant adverse impacts of COVID-19 on our business. Also contributing to the decrease in consolidated revenue was the sale of our Clear Media business on April 28, 2020.
Consolidated Direct Operating Expenses
Consolidated direct operating expenses decreased $251.0 million, or 17.3%, during 2020 compared to 2019. Excluding the $4.4 million impact of movements in foreign exchange rates, consolidated direct operating expenses decreased $255.4 million, or 17.6%. This decrease was largely due to lower site lease and other direct operating expenses throughout our business, mainly driven by lower revenue and renegotiated contracts with landlords and municipalities to better align fixed site lease expenses with reductions in revenue. We recognized reductions of rent expense on lease and non-lease contracts due to negotiated rent abatements of $77.7 million during the year ended December 31, 2020. Additionally, direct employee compensation costs were lower driven by global cost saving initiatives implemented by the Company in response to COVID-19 and the receipt of European governmental support and wage subsidies totaling $10.4 million in 2020. Also contributing to the decrease in consolidated direct operating expenses was the sale of our Clear Media business.
Restructuring and other costs included within consolidated direct operating expenses were $7.3 million and $4.6 million during the years ended December 31, 2020 and 2019, respectively. Included within restructuring and other costs for the year ended December 31, 2020 were severance costs of $4.1 million related to the restructuring plans to reduce headcount.
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Consolidated Selling, General and Administrative (“SG&A”) Expenses
Consolidated SG&A expenses decreased $78.6 million, or 15.1%, during 2020 compared to 2019. Excluding the $0.6 million impact of movements in foreign exchange rates, consolidated SG&A expenses decreased $79.2 million, or 15.2%. This decrease was largely due to lower employee compensation costs driven by operating cost savings initiatives implemented by the Company in response to COVID-19, including reductions in salaries, bonuses and employee hours, as well as hiring freezes and furloughs; European governmental support and wage subsidies totaling $5.1 million during the year ended December 31, 2020; and lower revenue. Also contributing to the decrease in consolidated SG&A expenses was the sale of our Clear Media business.
Restructuring and other costs included within consolidated SG&A expenses were $11.9 million and $10.8 million during the years ended December 31, 2020 and 2019, respectively. Included within restructuring and other costs for the year ended December 31, 2020 were severance costs of $7.9 million related to the restructuring plans to reduce headcount.
Corporate Expenses
Corporate expenses decreased $7.0 million, or 4.9%, during 2020 compared to 2019. This decrease was primarily driven by lower variable incentive compensation expense resulting from declines in operating performance due to COVID-19, as well as lower costs incurred related to the investigation in China. These decreases were partially offset by higher professional fees and consulting costs for various projects, including the build-out of new corporate functions after the Separation.
Restructuring and other costs included within corporate expenses were $13.8 million and $27.7 million during the years ended December 31, 2020 and 2019, respectively. Included within restructuring and other costs for the year ended December 31, 2020 were severance costs of $2.5 million related to the restructuring plans to reduce headcount.
Depreciation and Amortization
Depreciation and amortization decreased $39.9 million, or 12.9%, during 2020 compared to 2019, primarily driven by the sale of our Clear Media business, with the remaining decrease due to lower capital expenditures.
Impairment Charges
During 2020, we recorded total impairment charges of $150.4 million, including $140.7 million on indefinite-lived permits in multiple markets of our Americas segment and $9.7 million related to goodwill allocated to our Latin America business. These impairment charges were primarily driven by reductions in projected cash flows related to the expected negative financial statements from COVID-19. In 2019, we recognized $5.3 million in impairment charges related to permits in one market in our Americas segment as the result of our annual impairment test.
Other Operating Income, Net
For the years ended December 31, 2020 and 2019, we recognized other operating income, net, of $53.6 million and $1.2 million, respectively. The increase in 2020 was driven by the recognition of a $75.2 million gain on the sale of our Clear Media business, partially offset by legal costs and consulting fees incurred related to the sale.
Interest Expense, Net
Interest expense, net, decreased $59.3 million in 2020 compared to 2019. This was primarily driven by the lower rates of interest on the new debt issued as part of the August 2019 refinancing and, to a lesser extent, the redemption of a portion of our CCWH Senior Notes in July 2019. Interest expense was also higher in 2019 due to the overlapping period between the close of the February 2019 debt refinancing transaction and the redemption date of the old debt. These items were partially offset by the new interest resulting from the issuance of the CCIBV Senior Secured Notes in August 2020 and the draw under our Revolving Credit Facility in March 2020.
Loss on Extinguishment of Debt
In 2020, we recognized a loss on extinguishment of debt of $5.4 million related to the August repayment of the CCIBV Promissory Note. In 2019, we recognized losses on extinguishment of debt of $101.7 million, including $5.5 million related to the refinancing of the CCWH 7.625% Subordinated Notes due 2020, $13.7 million related to the partial redemption of the CCWH Senior Notes, and $82.6 million related to the refinancing of the CCWH 6.5% Senior Notes due 2022 and CCIBV 8.75% Senior Notes due 2020.
Loss on Due from iHeartCommunications
Pursuant to the Separation Agreement, the note payable by iHeartCommunications to the Company was canceled upon Separation, and we received a recovery amount of approximately $149.0 million in cash. As this was less than the outstanding Due from iHeartCommunications balance, we recognized a loss of $5.8 million during 2019.
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Other Expense, Net
For the years ended December 31, 2020 and 2019, we recognized other expense, net, of $0.2 million and $15.4 million, respectively. The decrease in 2020 was largely driven lower costs incurred in connection with the Separation and, to a lesser extent, lower net foreign exchange losses recognized in connection with intercompany notes denominated in foreign currencies.
Income Tax Benefit (Expense)
The effective tax rate for 2020 was 8.8%. The benefit we received from reporting tax losses was partially offset by the recognition of $59.7 million of U.S. federal and foreign tax expense as a result of the Clear Media sale, as well as valuation allowances recorded against current period deferred tax assets in the U.S. and certain foreign jurisdictions due to uncertainty regarding our ability to realize those assets in future periods.
The effective tax rate for 2019 was (25.0)% and was primarily impacted by the $56.9 million valuation allowance recorded against deferred tax assets in certain foreign jurisdictions, which were no longer expected to be realized. The 2019 effective tax rate was also impacted by the valuation allowance recorded against federal and state deferred tax assets due to uncertainty regarding our ability to realize those assets in future periods.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law in the U.S. to provide certain relief as a result of the COVID-19 pandemic. The CARES Act, among other things, relaxes the limitation for business interest deductions for 2019 and 2020 by allowing taxpayers to deduct interest up to the sum of 50% of adjusted taxable income and permits net operating loss carryovers to offset 100% of taxable income for taxable years beginning before 2021. As of December 31, 2020, the CARES Act did not have significant impact on our effective tax rate.
Americas Results of Operations
(In thousands)Years Ended December 31,%
20202019Change
Revenue$976,972 $1,273,018 (23.3)%
Direct operating expenses1
472,833 547,413 (13.6)%
SG&A expenses1
191,329 218,369 (12.4)%
Segment Adjusted EBITDA319,872 510,135 (37.3)%
1Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
Americas revenue decreased $296.0 million, or 23.3%, during 2020 compared to 2019. Revenue in our Americas segment was adversely affected by COVID-19 in 2020, resulting in decreases in revenue across all our products, with the largest decreases in revenue from print billboards, airport displays, and digital billboards and street furniture. Americas total digital revenue decreased 27.2% to $299.3 million during 2020, including $231.7 million from billboards and street furniture, as compared to $411.0 million during 2019, including $303.5 million from billboards and street furniture. Revenue generated from national sales comprised 37.2% and 39.3% of total revenue for 2020 and 2019, respectively, while the remainder of revenue was generated from local sales.
Americas direct operating expenses decreased $74.6 million, or 13.6%, during 2020 compared to 2019 largely due to lower site lease expenses related to lower revenue and renegotiated contracts with landlords and municipalities. Additionally, production, maintenance and installation expenses decreased due to lower revenue.
Americas SG&A expenses decreased $27.0 million, or 12.4%, during 2020 compared to 2019. Lower employee compensation costs, driven by lower revenue and operating cost savings initiatives, were partially offset by higher bad debt expense.
Europe Results of Operations
(In thousands)Years Ended December 31,%
20202019Change
Revenue$804,395 $1,111,770 (27.6)%
Direct operating expenses1
653,626 744,571 (12.2)%
SG&A expenses1
215,593 235,917 (8.6)%
Segment Adjusted EBITDA(54,093)142,590 (137.9)%
1Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
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Europe revenue decreased $307.4 million, or 27.6%, during 2020 compared to 2019. Excluding the $19.3 million impact of movements in foreign exchange rates, Europe revenue decreased $326.7 million, or 29.4%. COVID-19 had a negative impact on revenues in each country in which we operate, with the largest revenue reductions occurring in France, the U.K., Spain, Sweden, Switzerland and Italy. Europe digital revenue decreased $75.2 million, or 23.3%, to $248.0 million during 2020 as compared to $323.2 million during 2019. Excluding the $5.1 million impact of movements in foreign exchange rates, Europe digital revenue decreased $80.3 million, or 24.8%.
Europe direct operating expenses decreased $90.9 million, or 12.2%, during 2020 compared to 2019. Excluding the $11.1 million impact of movements in foreign exchange rates, Europe direct operating expenses decreased $102.0 million, or 13.7%. Direct operating expenses decreased in each country in which we operate, with the largest decreases occurring in Spain, Switzerland, Italy, Norway, France, the U.K. and Sweden. The primary drivers of these decreases were lower site lease expense driven by lower revenue and renegotiated contracts with landlords and municipalities; lower production, maintenance and installation expenses driven by lower revenue; and lower employee compensation expense related to operating cost savings initiatives and governmental support and wage subsidies received.
Europe SG&A expenses decreased $20.3 million, or 8.6%, during 2020 compared to 2019. Excluding the $4.0 million impact of movements in foreign exchange rates, Europe SG&A expenses decreased $24.3 million, or 10.3%. SG&A expenses decreased in almost all countries in which we operate, with the largest decreases occurring in the U.K., France and Spain. These decreases are largely due to lower employee compensation expense related to lower revenue, operating cost savings initiatives and governmental support and wage subsidies received.
Other Results of Operations
(In thousands)Years Ended December 31,%
20202019Change
Revenue$73,241 $299,022 (75.5)%
Direct operating expenses1
74,749 160,193 (53.3)%
SG&A expenses1
35,388 66,642 (46.9)%
Segment Adjusted EBITDA2
(35,505)73,296 (148.4)%
1Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
2Our Latin America business represented ($8.9) million and $19.5 million of Other Segment Adjusted EBITDA for the years ended December 31, 2020 and 2019, respectively.
Other revenue decreased $225.8 million, or 75.5%, during 2020 compared to 2019. Excluding the $6.9 million impact of movements in foreign exchange rates, Other revenue decreased $218.9 million, or 73.2%, primarily due to the sale of our Clear Media business. Revenue from our Latin America business was $44.0 million in 2020, down from $89.6 million in 2019 due to the adverse impact of COVID-19 on our operations.
Other direct operating expenses decreased $85.4 million, or 53.3%, during 2020 compared to 2019. Excluding the $6.7 million impact of movements in foreign exchange rates, Other direct operating expenses decreased $78.7 million, or 49.1%, primarily due to the sale of our Clear Media business. Direct operating expenses from our Latin America business were $34.3 million and $45.1 million for the years ended December 31, 2020 and 2019, respectively. The decrease in Latin America direct expenses was largely due to lower site lease expense related to lower revenue and renegotiated contracts with landlords and municipalities.
Other SG&A expenses decreased $31.3 million, or 46.9%, during 2020 compared to 2019. Excluding the $3.4 million impact of movements in foreign exchange rates, Other SG&A expenses decreased $27.9 million, or 41.9%, primarily due to the sale of our Clear Media business. SG&A expenses from our Latin America business were $19.8 million and $25.1 million for the years ended December 31, 2020 and 2019, respectively.
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2019 Compared to 2018
As discussed in “Overview” above, we changed our presentation of segment information during the first quarter of 2020 to reflect changes in the way the business is managed and resources are allocated by our CODM. Certain prior period segment information has been retrospectively revised to conform to the current period presentation. References to “International business” or “International businesses” herein refer to the Company’s operations in its Europe segment and in its Latin America and China operating segments, which are disclosed as “Other.”
Consolidated Results of Operations
The comparison of our historical results of operations for the year ended December 31, 2019 to the year ended December 31, 2018 is as follows:
(In thousands)Years Ended
December 31,
%
 20192018Change
Revenue$2,683,810 $2,721,705 (1.4)%
Operating expenses: 
Direct operating expenses (excludes depreciation and amortization)1,452,177 1,470,668 (1.3)%
Selling, general and administrative expenses (excludes depreciation and amortization)520,928 522,918 (0.4)%
Corporate expenses (excludes depreciation and amortization)144,341 152,090 (5.1)%
Depreciation and amortization309,324 318,952 (3.0)%
Impairment charges5,300 7,772 (31.8)%
Other operating income, net1,162 2,498 (53.5)%
Operating income252,902 251,803 0.4%
Interest expense, net419,518 387,740  
Loss on extinguishment of debt(101,745)— 
Loss on Due from iHeartCommunications(5,778)— 
Other expense, net(15,384)(34,393) 
Loss before income taxes(289,523)(170,330) 
Income tax expense(72,254)(32,515)
Consolidated net loss(361,777)(202,845) 
Less amount attributable to noncontrolling interest1,527 15,395 
Net loss attributable to the Company$(363,304)$(218,240) 
Consolidated Revenue
Consolidated revenue decreased $37.9 million, or 1.4%, during 2019 compared to 2018. Excluding the $70.8 million impact of movements in foreign exchange rates, consolidated revenue increased $32.9 million, or 1.2%. This increase was driven by revenue growth of 7.0% in our Americas business, largely related to digital displays, partially offset by a revenue decline of 3.3% in our International business, excluding the impact of movements in foreign exchange rates, primarily driven by lower revenues in China.
Consolidated Direct Operating Expenses
Consolidated direct operating expenses decreased $18.5 million, or 1.3%, during 2019 compared to 2018. Excluding the $46.5 million impact of movements in foreign exchange rates, consolidated direct operating expenses increased $28.0 million, or 1.9%. Higher site lease expenses in both our Americas and International businesses primarily due to increased revenue were partially offset by lower direct operating expenses related to the non-renewal of contracts in certain countries in our International business.
Consolidated Selling, General and Administrative (“SG&A”) Expenses
Consolidated SG&A expenses decreased $2.0 million, or 0.4%, during 2019 compared to 2018. Excluding the $15.5 million impact of movements in foreign exchange rates, consolidated SG&A expenses increased $13.5 million, or 2.6%. This increase primarily resulted from higher employee compensation expense in our Americas business, including variable incentive compensation, partially offset by a decrease in SG&A expenses in our International business.
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Corporate Expenses
Corporate expenses decreased $7.7 million, or 5.1%, during 2019 compared to 2018. Excluding the $2.3 million impact of movements in foreign exchange rates, corporate expenses decreased $5.4 million, or 3.6%. This decrease was primarily driven by the elimination of costs associated with the termination of the agreements comprising trademark and IP licenses and sponsor management fees that were in place prior to the Separation. The decrease in expenses was partially offset by incremental stand-alone costs associated with the build-out of new corporate functions, expenses related to the investigations in China and Italy, and higher compensation-related expenses including share-based compensation.
Depreciation and Amortization
Depreciation and amortization decreased $9.6 million during 2019 compared to 2018 primarily due to assets in our Americas and International businesses becoming fully depreciated or fully amortized and the impact of movements in foreign exchange rates, partially offset by amortization of the Clear Channel trademark, which the Company received from iHeartCommunications as part of the Separation.
Impairment Charges
We perform our annual impairment tests for indefinite-lived intangible assets and goodwill as of July 1 of each year. In addition, we test for impairment of property, plant and equipment whenever events and circumstances indicate that depreciable assets might be impaired. As a result of these impairment tests, we recorded impairment charges of $5.3 million and $7.8 million during 2019 and 2018, respectively, related to permits in one market in our Americas segment.
Interest Expense, net
Interest expense, net, increased $31.8 million in 2019 compared to 2018. This increase was driven by the issuance of the CCWH Senior Notes in February at a higher rate of interest than the notes that were refinanced and the overlapping period between the close of the debt refinancing transaction and the redemption date, partially offset by the lower rates of interest on the new debt from the August refinancing as compared to the notes that were refinanced.
Loss on Extinguishment of Debt
Refer to the “2020 Compared to 2019” discussion above for details regarding the $101.7 million loss on extinguishment of debt recognized in 2019. We did not extinguish any debt in 2018.
Loss on Due from iHeartCommunications
Refer to the “2020 Compared to 2019” discussion above for details regarding the $5.8 million loss on Due from iHeartCommunications recognized in 2019.
Other Expense, Net
Other expense, net, decreased $19.0 million during 2019 compared to 2018 primarily due to decreases in net foreign exchange losses recognized in connection with intercompany notes denominated in foreign currencies, partially offset by costs incurred in 2019 in connection with the Separation.
Income Tax Expense
For periods prior to the Separation, our operations were included in a consolidated income tax return filed by iHeartMedia. For our financial statements, however, our provision for income taxes was computed as if we filed separate consolidated federal income tax returns with our subsidiaries for all periods.
The effective tax rate for 2019 was (25.0)%; refer to the “2020 Compared to 2019” discussion above for details. The effective tax rate for 2018 was (19.1)% and was primarily impacted by the valuation allowances recorded against federal and state deferred tax assets due to the uncertainty of the ability to utilize those assets in future periods. In addition, losses in certain foreign jurisdictions were not benefited primarily due to the uncertainty of the ability to utilize those losses in future periods.
Americas Results of Operations
(In thousands)Years Ended December 31,%
20192018Change
Revenue$1,273,018 $1,189,348 7.0%
Direct operating expenses1
547,413 524,659 4.3%
SG&A expenses1
218,369 199,688 9.4%
Segment Adjusted EBITDA510,135 467,381 9.1%
1Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
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Americas revenue increased $83.7 million, or 7.0%, during 2019 compared to 2018. The largest driver was a 13.6% increase in digital revenue from billboards and street furniture, which was driven by a combination of organic growth and the deployment of new digital displays. Increases in revenue from print billboards, digital airport displays, other transit displays and wallscapes also contributed to the growth in revenue. Americas total digital revenue increased 15.0% to $411.0 million during 2019, including $303.5 million from billboards and street furniture, as compared to $357.4 million during 2018, including $267.1 million from billboards and street furniture. Revenue generated from national sales comprised 39.3% and 38.5% of total revenue for 2019 and 2018 respectively, while the remainder of revenue was generated from local sales.
Americas direct operating expenses increased $22.8 million, or 4.3%, during 2019 compared to 2018 primarily due to higher site lease expenses related to higher revenue.
Americas SG&A expenses increased $18.7 million, or 9.4%, during 2019 compared to 2018, largely due to higher employee compensation expense, including variable incentive compensation.
Europe Results of Operations
(In thousands)Years Ended December 31,%
20192018Change
Revenue$1,111,770 $1,173,616 (5.3)%
Direct operating expenses1
744,571 778,344 (4.3)%
SG&A expenses1
235,917 257,125 (8.2)%
Segment Adjusted EBITDA142,590 150,620 (5.3)%
1Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
Europe revenue decreased $61.8 million, or 5.3%, during 2019 compared to 2018. Excluding the $57.5 million impact of movements in foreign exchange rates, Europe revenue decreased $4.3 million, or 0.4%. The effects of non-renewal of contracts in certain countries, including Italy and Spain, were partially offset by increases in revenue from digital display expansion in various markets, particularly in the U.K., and new contracts in France. Europe digital revenue increased 5.9% to $323.2 million during 2019 as compared to $305.1 million during 2018. Excluding the $16.0 million impact of movements in foreign exchange rates, Europe digital revenue increased $34.1 million, or 11.2%.
Europe direct operating expenses decreased $33.8 million, or 4.3%, during 2019 compared to 2018. Excluding the $39.0 million impact of movements in foreign exchange rates, Europe direct operating expenses increased $5.2 million, or 0.7%. This increase was primarily driven by higher site lease expenses in countries experiencing revenue growth, particularly in the U.K., and in countries with new contracts, particularly in France, partially offset by lower direct operating expenses, including site lease, labor and material expenses, related to the non-renewal of contracts in Italy and Spain.
Europe SG&A expenses decreased $21.2 million, or 8.2%, during 2019 compared to 2018. Excluding the $12.4 million impact of movements in foreign exchange rates, Europe SG&A expenses decreased $8.8 million, or 3.4%. This decrease was primarily driven by lower spending on restructuring and other cost initiatives, partially offset by higher marketing and employee compensation expenses in the U.K., primarily due to its favorable operating performance, and higher consulting fees in France.
Other Results of Operations
(In thousands)Years Ended December 31,%
20192018Change
Revenue$299,022 $358,741 (16.6)%
Direct operating expenses1
160,193 167,665 (4.5)%
SG&A expenses1
66,642 66,105 0.8%
Segment Adjusted EBITDA2
73,296 125,655 (41.7)%
1Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
2Our Latin America business represented $19.5 million and $20.8 million of Other Segment Adjusted EBITDA for the years ended December 31, 2019 and 2018, respectively.
Other revenue decreased $59.7 million, or 16.6%, during 2019 compared to 2018. Excluding the $13.3 million impact of movements in foreign exchange rates, Other revenue decreased $46.4 million, or 12.9%, driven by weakening economic conditions in China. Revenue from our Latin America business was $89.6 million in 2019 compared to $86.2 million in 2018.
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Other direct operating expenses decreased $7.5 million, or 4.5%, during 2019 compared to 2018. Excluding the impact of movements in foreign exchange rates, Other direct operating expenses remained flat year-over-year. Direct operating expenses from our Latin America business were $45.1 million and $41.9 million for the years ended December 31, 2019 and 2018, respectively.
Other SG&A expenses increased $0.5 million, or 0.8%, during 2019 compared to 2018. Excluding the $3.1 million impact of movements in foreign exchange rates, Other SG&A expenses increased $3.6 million, or 5.5%. SG&A expenses from our Latin America business were $25.1 million and $23.5 million for the years ended December 31, 2019 and 2018, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following discussion highlights cash flow activities during the years ended December 31, 2020, 2019 and 2018.
(In thousands)Years Ended December 31,
202020192018
Net cash provided by (used for):
Operating activities$(137,808)